EXECUTION COPY
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
-----------------------------------------
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT dated as of February 17,
1998 and effective as of and simultaneous with the Merger (the "Effective
Date"), is among ▇▇▇▇▇ ▇. ▇▇▇ (the "Executive"), ▇▇▇▇ Sports Corp., a Delaware
corporation (the "Holding Company"), and ▇▇▇▇ Sports, Inc., a California
corporation (the "Operating Company"). The Holding Company and the Operating
Company are collectively referred to herein as the "Company".
WHEREAS, the Company is engaged primarily in the business of designing,
manufacturing, producing, distributing, marketing, advertising and selling auto
racing helmets, bicycle helmets, bicycle accessories and related products;
WHEREAS, pursuant to an Agreement and Plan of Merger dated February 17,
1998 (the "Recapitalization Agreement") between the Company and HB Acquisition
Corporation, a Delaware corporation ("Newco"), Newco will merge with and into
(the "Merger") the Company and the Company will continue as the surviving
corporation;
WHEREAS, the Executive currently serves as the Chairman of the Board,
President and Chief Executive Officer of the Holding Company and the Operating
Company, pursuant to the terms of an Employment Agreement dated as of June 13,
1995 (the "Prior Employment Agreement");
WHEREAS, the Executive and the Company are parties to a Severance
Agreement dated January 5, 1995, as amended on December 8, 1997 (the "Severance
Agreement") and a Noncompetition Agreement dated December 8, 1997 (the
"Noncompetition Agreement" and together with the Severance Agreement, the "Prior
Agreements");
WHEREAS, the Executive's abilities and services are unique and
essential to the prospects of the Company; and
WHEREAS, the Company and the Executive desire to amend and restate the
Prior Employment Agreement in its entirety in the form of this Agreement to
provide for the continued employment of the Executive by the Company upon the
terms and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements contained herein, the parties hereby agree as follows:
Section 1. Employment; Term; Extensions.
1.1. Employment. The Company hereby employs the Executive and the
Executive hereby agrees to be employed by the Company upon the terms and subject
to the conditions contained in this Agreement.
1.2. Term. The term of this Agreement shall commence on the Effective
Date and shall continue until the second anniversary of the Effective Date (the
"Term") unless earlier terminated pursuant to Section 4 hereof. For purposes of
this Agreement, the term "Employment Period" shall mean the period from the
Effective Date until the earlier to occur of (i) the expiration of the Term or
(ii) the termination of employment pursuant to Section 4 hereof.
Section 2. Position; Duties; Responsibilities.
2.1. Position and Duties. During the Employment Period, the Company
shall employ the Executive as the Chairman of the Board of the Holding Company
and the Operating Company. For the period commencing on the Effective Date and
continuing until six months thereafter (the "Initial Period"), the Executive
shall be employed by the Company on a full-time basis and shall perform such
duties and responsibilities, commensurate with the Executive's position, on
behalf of the Company and its affiliates as shall be designated from time to
time by the Board or the Chief Executive Officer. From and after the end of the
Initial Period and continuing through the end of the Employment Period, the
Executive shall be employed by the Company on a part-time basis and shall
perform such duties and responsibilities, commensurate with the Executive's
position, on behalf of the Company and its affiliates as shall be designated
from time to time by the Board or the Chief Executive Officer. The Executive
shall faithfully and loyally perform to the best of his abilities all the duties
reasonably assigned to him hereunder, shall devote such of his business time,
attention and effort to the affairs of the Company as is reasonably necessary
for the proper performance of such duties and shall use his reasonable best
efforts to promote the interests of the Company. Notwithstanding the foregoing,
during the Employment Period, the Executive may serve as a director, officer or
paid consultant of business corporations other than the Company or civic or
community organizations or entities, provided that such activities do not
violate the terms of any of the covenants set forth in Section 7 hereof;
provided, however, that during the Initial Period such activities must be
approved prior to the commencement thereof by any two members of the Board of
Directors of the Holding Company (the "Board") who are not full-time employees
of the Holding Company or the Operating Company or any of its controlled
affiliates. The Executive's ownership interest in and participation in the
operation and management of Mission Leasing, Hayden Leasing, ▇▇▇ Family
Enterprises, and affiliates thereof, and the Executive's service as a director
of Reliable Holding Corp., are hereby approved pursuant to this Section 2.1.
2.2. Directorship. The Company shall take all actions reasonably
necessary to elect the Executive to the Board of Directors of the Holding
Company and the Operating Company and to maintain the Executive's position as a
director during the Employment Period.
-2-
Section 3. Compensation.
3.1. Base Salary. During the Initial Period, the Company shall
compensate the Executive at a base salary of $415,000 per annum. From the end of
the Initial Period and continuing through the end of the Employment Period, the
Company shall compensate the Executive at an annual base salary of $207,500 per
annum. All compensation paid to the Executive shall be payable in accordance
with the Company's executive payroll policy. The Executive's base salary, as in
effect at any particular time, is referred to herein as the "Base Salary."
3.2. Execution Bonus. On the Effective Date, as an incentive to induce
the Executive to enter into this Agreement, the Company shall pay the Executive
a lump sum cash bonus equal to $860,800.
3.3. Annual Performance Bonus.
(a) The Executive shall be entitled to receive an annual
performance bonus payable in cash for each of the fiscal years
ended June 30, 1998 (the "1998 Fiscal Year") and June 30, 1999
(the "1999 Fiscal Year"), in accordance with the formula set
forth in this Section 3.3. The annual performance bonus to
which the Executive is entitled pursuant to this Section 3.3
is referred to herein as the "Bonus."
(b) The amount of the Bonus to which the Executive shall be
entitled for the 1998 Fiscal Year shall be determined in
accordance with the following formula:
Amount of Net Operating Income Amount of Bonus
------------------------------ ---------------
Equal to or greater than 80% but less than 25% of Base Salary in that fiscal year
90%, of Plan Net Operating Income
Equal to or greater than 90% but less than 50% of Base Salary in that fiscal year
100%, of Plan Net Operating Income
Equal to or greater than 100%, but less than 75% of Base Salary in that fiscal year
110%, of Plan Net Operating Income
Equal to or greater than 110%, but less than 85% of Base Salary in that fiscal year
125%, of Plan Net Operating Income
Equal to or greater than 125% of Plan Net 125% of Base Salary in that fiscal year
Operating Income
-3-
(c) The amount of the Bonus to which the Executive shall be
entitled for the 1999 Fiscal Year shall be determined in
accordance with the following formula; provided, however, that
if the Company's return on assets does not equal or exceed a
target to be determined and defined by the Board of Directors
for the 1999 Fiscal Year, the Executive shall not be entitled
to a Bonus:
Net Operating Income Amount of Bonus
-------------------- ---------------
Equal to or greater than 80% but less than 12.5% of Base Salary in that fiscal year
90%, of Plan Net Operating Income
Equal to or greater than 90% but less than 25% of Base Salary in that fiscal year
100%, of Plan Net Operating Income
Equal to or greater than 100%, but less than 37.5% of Base Salary in that fiscal year
110%, of Plan Net Operating Income
Equal to or greater than 110%, but less than 42.5% of Base Salary in that fiscal year
125%, of Plan Net Operating Income
Equal to or greater than 125% of Plan Net 62.5% of Base Salary in that fiscal year
Operating Income
(d) As used in this Section 3.3, the following terms have the
meanings set forth below:
"Net Operating Income" means, for any period, gross profit minus
selling, general and administrative expenses. "Selling, general and
administrative expenses" means the sum of (i) sales and marketing expenses, (ii)
general and administrative expenses, (iii) corporate affairs expenses and (iv)
research and development expenses. In determining Net Operating Income, no
amounts other than selling, general and administrative expenses shall be
deducted from gross profit. In particular, amortization of goodwill and
intangible assets, consolidation costs (including (x) one-time expenses
attributable to the merger of a subsidiary of the Company and American
Recreation Company Holdings, Inc., a Delaware corporation, and related
transactions contemplated by the merger agreement relating thereto and (y) any
expenses attributable to any new basis of accounting resulting from such
merger), net investment income, interest expense, income taxes (including
federal, state, local and foreign income taxes, whether paid or deferred),
extraordinary items and cumulative effect of changes in accounting principles,
shall not be deducted from gross profit in determining Net Operating Income. All
such amounts shall be determined in accordance with generally accepted
accounting principles consistently applied by the Company.
-4-
"Plan Net Operating Income" means, for any period, the amount specified
as Net Operating Income contained in the Company's business plan for such
period, as approved by the Board.
The terms "Net Operating Income" and "Operating Income" are used
interchangeably by the Company; and when used by the Company with respect to
this Agreement, the term "Operating Income" has the same meaning as "Net
Operating Income" set forth in this Section 3.3(d).
(e) The payment of each Bonus shall be made within 30 days
after the Company's independent accountants shall have
certified the Company's consolidated financial statements for
the fiscal year to which such Bonus relates.
(f) If the Company's fiscal year changes, the provisions of
this Section 3.3 shall be changed in an equitable manner to
ensure that the Executive's opportunity to earn the Bonis is
not materially and adversely affected.
3.4. Stock Options. In the discretion of the Company's Management Stock
Incentive Committee, the Executive shall be eligible to receive options to
purchase shares of equity of the Company pursuant to the terms of the ▇▇▇▇
Sports Management Stock Incentive Plans or any successor plans thereto.
3.5. Perquisites. During the Employment Period, the Executive shall be
entitled to (i) the use of an automobile and reimbursement by the Company for
all expenses relating to the operation thereof, (ii) the use of the Company's
office facilities located in Scottsdale, Arizona and (iii) reimbursement of the
capital assessments of the country club of which the Executive is currently a
member.
3.6. Reimbursement of Expenses. The Company shall reimburse the
Executive for all expenses necessarily and reasonably incurred by him in
connection with the business of the Company, upon presentation of proper
receipts or other proof of expenditure and subject to such reasonable guidelines
or limitations provided to the Executive and applied prospectively, as
established by the Company; provided that after the end of the Initial Period,
the Company may, at its option, either offset any amounts owed by the Company to
the Executive by an amount equal to 50% of the expenses incurred in connection
with the Executive's employment of a secretary, or receive reimbursement from
the Executive for 50% of such expenses.
3.7. Vacation. During the Employment Period, the Executive shall be
entitled each calendar year to no fewer than six weeks of paid vacation and sick
leave combined.
3.8. Aircraft Lease. The Company will take all commercially reasonable
action necessary to keep in effect throughout the Employment Period the Lease of
Aircraft dated April
-5-
10, 1997 between Hayden Leasing, L.C. and BSI and shall make the aircraft leased
thereunder available for the Executive's reasonable use until the end of the
Employment Period.
3.9. Participation in Benefit Plans. During the Employment Period, the
Executive shall be entitled to participate in any profit sharing plan,
retirement plan, group life insurance plan or other insurance plan or medical
expense plan maintained by the Company for its senior executives generally,
which plans shall not differ in value in any manner materially adverse to the
Executive from those in which the Executive currently participates. Family
coverage under the Company's medical and dental plans shall be made available to
the Executive at a nominal charge. In addition, the Executive shall be
reimbursed for all medical and dental expenses that are not covered under the
medical and dental plans otherwise covering the Executive.
Section 4. Termination.
4.1. Death. Upon the death of the Executive, the Employment Period
shall automatically terminate and all rights of the Executive and his heirs,
executors and administrators to compensation and other benefits hereunder shall
cease, except for (i) compensation which shall have accrued to the date of
death, including accrued Base Salary, prorated Bonus, plus four months of Base
Salary and Bonus and (ii) the rights to indemnification under Section 5 hereof.
4.2. Disability. The Company may terminate the Employment Period upon
written notice to the Executive if the Executive, because of physical or mental
incapacity or disability, fails in any material respect to perform the services
required of him hereunder for a continuous period of 90 days or any 180 days out
of any 12-month period. Upon such termination, all obligations of the Company
hereunder shall cease, except for (i) compensation which shall have accrued to
the date of termination, including accrued Base Salary and prorated Bonus, (ii)
Base Salary which shall be paid by the Company for the duration of the
Employment Period, minus any amounts payable to, or received by, the Executive
pursuant to the terms of any disability plan covering the Executive (whether or
not such plan is sponsored by the Company), and (iii) the rights to
indemnification under Section 5 hereof. In the event of any dispute regarding
the existence of the Executive's incapacity hereunder, the matter shall be
resolved by the determination of a majority of three physicians qualified to
practice medicine in the state of the Executive's residence, one to be selected
by each of the Executive and the Board and the third to be selected by such two
designated physicians. For this purpose, the Executive shall submit to
appropriate medical examinations.
4.3. Cause.
(a) The Company may, at its option, terminate the Executive's
employment under this Agreement for "Cause" (as hereinafter
defined). A termination for Cause shall not take effect until
and unless the Company complies with this Section 4.3. The
Executive shall be given written notice by the Board of the
intention to terminate his employment hereunder for Cause (the
"Cause Notice").
-6-
The Cause Notice shall state the particular action(s) or
inaction(s) giving rise to termination for Cause. The
Executive shall have 10 days after the Cause Notice is given
to cure the particular action(s) or inaction(s), to the extent
a cure is possible. If the Executive so effects a cure, the
Cause Notice shall be deemed rescinded and of no force or
effect. As used in this Agreement, the term "Cause" shall mean
any one or more of the following:
(1) the Executive's refusal to perform specific
directives of the Board which are consistent
with the scope and nature of the Executive's
duties and responsibilities as set forth
herein;
(2) the Executive's admission or conviction of a
felony or of any crime involving moral
turpitude, fraud, embezzlement, theft or
misrepresentation;
(3) any gross or willful misconduct of the
Executive resulting in substantial loss to
the Company or substantial damage to the
Company's reputation;
(4) any breach by the Executive of any one or
more of the covenants contained in Section 6
or 7 hereof, other than an inadvertent and
unintentional breach of a covenant contained
in Section 6 having an inconsequential
effect on the Company any of its controlled
affiliates.
(b) The exercise of the right of the Company to terminate this
Agreement pursuant to this Section 4.3 shall not abrogate the
rights or remedies of the Company in respect of the breach
giving rise to such termination.
(c) If the Company terminates the Executive's employment for
Cause, the Executive shall be entitled to:
(1) accrued Base Salary through the date of the
termination of his employment;
(2) any Bonus owing but not yet paid for any
fiscal year ended on or before the
Executive's termination of employment for
Cause;
(3) any amounts owing but not yet paid pursuant
to Section 3.7; and
(4) other or additional benefits in accordance
with applicable plans and programs of the
Company and his rights to indemnification
under Section 5.
-7-
(d) Notwithstanding anything to the contrary contained in this
Agreement, if, following a termination of the Executive's
employment for Cause, a court of competent jurisdiction, in a
final determination, determines that the Executive was not
guilty of the conduct that formed the basis for the
termination, the Executive shall be entitled to the payments
and the economic equivalent of the benefits he would have
received had his employment been terminated by the Company
without Cause.
4.4. Termination Without Cause. If the Board terminates the Employment
Period for any reason other than a reason set forth in Section 4.1, 4.2 or 4.3:
(a) concurrent with such termination, the Company shall pay to
the Executive an amount equal to his Base Salary and prorated
Bonus, in each case accrued through the date of termination;
(b) the Company shall continue to pay the Executive his Base
Salary, Bonus and all other benefits which would otherwise be
payable hereunder for the remainder of the Term;
(c) all of the Executive's options to purchase equity of the
Company whether or not vested shall become immediately
exercisable in full;
(d) the Executive shall be entitled to any amounts owing but
not yet paid pursuant to Section 3.7; and
(e) the Executive shall be entitled to his rights to
indemnification under Section 5 hereof.
The Company will use its reasonable efforts to structure the payments
and benefits specified by Sections 4.4(a) through 4.4(e) in a manner which is
tax-efficient for the Executive.
4.5. Termination for Good Reason. The Executive may terminate his
employment under this Agreement for Good Reason (as hereinafter defined), upon
notice to the Company setting forth in reasonable detail the nature of such Good
Reason. In the event the Executive terminates this Agreement for Good Reason,
the Executive shall be entitled to the payments and benefits specified by
Sections 4.4(a) through 4.4(e). For purposes of this Agreement, "Good Reason"
shall mean, without the Executive's express written consent, the occurrence of
any one or more of the following events:
(a) the a material breach of this Agreement by the Company;
-8-
(b) the failure to elect or re-elect the Executive to any of
the positions described in Section 2.1 hereof, removal of the
Executive from any such position or any change in the
Executive's responsibilities described in Section 2.1 in any
respect which is materially adverse to the Executive;
(c) other than as contemplated by Section 2.1 hereof, a
diminution of any of the Executive's significant duties or the
assignment to the Executive of any duties inconsistent with
his duties or the material impairment of the Executive's
ability to function in the positions described in Section 2.1
hereof, in each case only after the Company shall have had an
opportunity to cure (any cure to be effected within 30 days
after appropriate written notice of the basis for Good Reason
is given to the Company by the Executive);
(d) a material reduction of any benefit or perquisite enjoyed
by the Executive or the failure to continue the Executive's
participation in any incentive compensation plan, unless a
plan providing a substantially similar economic opportunity is
substituted or all senior executives suffer a substantially
similar reduction or failure;
(e) the relocation of the Executive's office to a location
more than 50 miles from Scottsdale, Arizona.
4.6. Voluntary Termination. If, during the Employment Period, the
Executive voluntarily terminates his employment hereunder for any reason other
than Good Reason, he shall be entitled to the payments specified by Sections
4.3(c)(l) through 4.3(c)(4) hereof, inclusive.
Section 5. Indemnification. To the fullest extent permitted by law, the Restated
Certificate of Incorporation of the Holding Company and the Articles of
Incorporation of the Operating Company, the Executive (and his heirs, executors
and administrators) shall be indemnified by the Company and its successors and
assigns. The obligations of the Company pursuant to this Section 5 shall survive
the termination of the Employment Period.
Section 6. Confidentiality. The Executive shall at all times during the
Employment Period and thereafter hold in confidence any and all Confidential
Information (as hereinafter defined) that may have come or may come into his
possession or within his knowledge concerning the products, services, processes,
businesses, suppliers, customers and clients of the Company or its controlled
affiliates. The Executive agrees that neither he nor any person or enterprise
controlled by him will for any reason directly or indirectly, for himself or any
other person, use or disclose any Confidential Information provided that the
Executive may disclose Confidential Information which has become generally
available to the public other than as a result of a breach of this Agreement by
the Executive or pursuant to an order of a court of competent jurisdiction or of
a governmental agency, department or commission. Upon termination of his
employment under
-9-
this Agreement, the Executive shall promptly surrender to the Company all
documents he believes contain Confidential Information and that are within his
possession or control, other than documents to which the Executive is or was a
party or that relate to the Executive or the basis, or purported basis, on which
his employment was terminated. For purposes of this Agreement, the term
"Confidential Information" shall mean any trade secrets, proprietary or
confidential information, inventions, manufacturing or industrial processes or
procedures, patents, trademarks, trade names, customer lists, service marks,
service names, copyrights, applications for any of the foregoing, or licenses of
other rights in respect thereof, owned or used by, or licensed to, the Company
or any of its controlled affiliates.
Section 7. Restricted Activities.
7.1. Noncompetition. The Executive agrees that for five years following
the Effective Date (the "Noncompete Period"), he shall not, directly or
indirectly, engage in any manner in any activity that is directly or indirectly
competitive or potentially competitive with the Company or any of its affiliates
as conducted or planned to be conducted during the Term and neither the
Executive nor any person or enterprise controlled by him will become a
stockholder, co-venturer, lender, director, officer, agent or employee of a
corporation or member of or lender to a partnership, engage as a sole proprietor
in any business, act as a consultant to any of the foregoing or otherwise engage
directly or indirectly in any business, that is in competition with the business
then conducted by the Company or any of its controlled affiliates in any state
in the United States or any other country in which the Company or any of its
controlled affiliates has engaged in such business during the term of the
Executive's employment under this Agreement; provided, however, that the
foregoing shall not prohibit the Executive from owning less than two percent of
the outstanding securities of any class of capital stock of a corporation the
securities of which are regularly traded or quoted on a national securities
exchange or on an inter-dealer quotation system. In consideration of the
agreements and covenants contained in this Section 7, the Company shall pay the
Executive $1,500,000, in equal installments of $500,000 payable on each of the
Effective Date, the first anniversary of the Effective Date and the second
anniversary of the Effective Date.
7.2. Non-solicitation. The Executive agrees that while he is employed
by the Company and during the Noncompete Period, neither he nor any person or
enterprise controlled by him will (i) solicit for employment or employ any
employee of the Company or any of its affiliates or any person who was employed
by the Company or any of its affiliates at any time within one year prior to the
time of the act of solicitation, (ii) in any way cause, influence, induce,
encourage or attempt to persuade any employee of the Company or any of its
affiliates or any person who was employed by the Company or any of its
affiliates at any time within one year prior to the time of such act to
terminate his employment relationship with the Company or any of its affiliates
or (iii) in any way, cause, influence, induce, encourage or attempt to persuade
any customer or vendor of the Company or any of its affiliates to terminate or
diminish its relationship or violate any agreement with any of them.
-10-
7.3. Relief, Reformation; Severability. The Executive acknowledges that
he has carefully read and considered all terms and conditions of this Agreement,
including the restraints imposed by Section 7 hereof. The Executive acknowledges
that there is no adequate remedy at law for a breach of this Section 7 and that,
in the event of such a breach or attempted breach, the Company shall be entitled
to injunctive or other equitable relief to prevent any such breach, attempted
breach or continuing breach, without prejudice to any other remedies for damages
or otherwise. The Executive agrees that the covenants contained in this
Agreement are separate and are reasonable in their nature, subject matter,
geographic limitation, scope and duration and that the Executive shall not raise
any issue of reasonableness as a defense in any proceeding to enforce any of
such covenants. Notwithstanding the foregoing, in the event that a covenant
contained in this Agreement shall be deemed by any court to be unreasonably
broad in any respect, the parties agree that the court may modify such covenant
for the purpose of making such covenant reasonable in scope and duration. The
validity, legality or enforceability of the remaining provisions of this
Agreement shall not be affected by any such modification.
Section 8. Inventions. The Executive hereby assigns to the Company his entire
right, title and interest in and to all discoveries and improvements, patentable
or otherwise, trade secrets and ideas, writings and copyrightable material,
which may be conceived by the Executive or developed or acquired by him during
the term of his employment by the Company, which may pertain directly or
indirectly to the Company's business. The Executive agrees to disclose fully all
such developments to the Company upon its request, which disclosure shall be
made in writing promptly following any such request. The Executive shall, upon
the Company's request, execute, acknowledge and deliver to the Company all
instruments and do all other acts which are necessary or desirable to enable the
Company to file and prosecute applications for, and to acquire, maintain and
enforce, all patents, trademarks and copyrights in all countries.
Section 9. Remedies. The Executive acknowledges that any material breach of this
Agreement will cause irreparable harm to the Company, that such harm will be
difficult if not impossible to ascertain, and that the Company shall be entitled
to equitable relief, including injunction, against any actual or threatened
breach hereof, without bond and without liability should such relief be denied,
modified or vacated. Neither the right to obtain such relief nor the obtaining
of any such relief shall be exclusive of or preclude the Company from any other
remedy.
Section 10. Insurance. The Company may, at its election and for its benefit,
ensure the Executive against disability, accidental loss or death and the
Executive shall submit to such physical examinations and supply such information
as may be required in connection therewith.
Section 11. Expenses. The Company will reimburse the Executive for his
reasonable out of pocket costs and expenses of obtaining independent legal
advice relating to the negotiation of this Agreement and the Executive's equity
participation in Newco and the Surviving Corporation; provided that the maximum
payment under this Section 12 shall not exceed $10,000.
-11-
Section 12. Assignment. The rights and benefits of the Executive hereunder shall
not be assignable, whether by voluntary or involuntary assignment or transfer.
This Agreement shall be binding upon, and inure to the benefit of, the
successors and assigns of the Company, and the heirs, executors and
administrators of the Executive, and shall be assignable by the Company to any
entity acquiring substantially all of the assets of the Company, whether by
merger, consolidation, sale of assets or similar transactions.
Section 13. Notices. Any notice required or permitted to be given under this
Agreement shall be sufficient if in writing and personally delivered, sent by
certified or registered mail or sent by overnight courier service as follows: if
to the Executive, to his address as set forth in the records of the Company,
with a copy to ▇▇▇▇▇▇ ▇. ▇▇▇▇, Esq., Winston & ▇▇▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and if to the Company, to the address of
its principal executive offices, attention: Chief Financial Officer, or to any
other address designated by any party hereto by notice similarly given.
Section 14. Waiver of Breach. A waiver by the Company or the Executive of any
breach of any provision of this Agreement by the other party shall not operate
or be construed as a waiver of any other or subsequent breach by the other
party.
Section 15. Entire Agreement. This Agreement contains the entire agreement of
the parties with respect to the subject matter hereof. This Agreement may be
modified only by an agreement in writing signed by the parties hereto.
Section 16. Applicable Law. The terms of this Agreement shall be governed by and
construed in accordance with the internal laws (as opposed to the conflict of
laws provisions) of the State of Arizona.
Section 17. Termination of Prior Agreements. The Prior Agreements are hereby
terminated. This Agreement supersedes all prior agreements between the Executive
and the Company concerning the Executive's employment with the Company, and none
of such agreements shall
[The remainder of this page is intentionally left blank.]
-12-
be of any force or effect whatsoever and neither the Company nor the Executive
shall have any rights or obligations under the Prior Agreements.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
▇▇▇▇ SPORTS CORP.
By
-------------------------------
▇▇▇▇ SPORTS, INC.
By
-------------------------------
EXECUTIVE:
/s/ ▇▇▇▇▇ ▇. ▇▇▇
----------------------------------
▇▇▇▇▇ ▇. ▇▇▇
