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EXHIBIT 6.5
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT, dated as of the 3rd day of February 1997
between United Golf Products, Inc., a Delaware corporation (the "Company"), and
Xxxxxx Xxxx ("Executive");
W I T N E S E T H :
1. EMPLOYMENT.
The Company hereby employs Executive to render services as Chief
Executive Officer of the Company. Executive hereby accepts such employment and
agrees to render his services fully, faithfully, and to the best of his ability
subject to the direction and control of the Company's Board of Directors.
Executive's services shall be exclusive to the Company.
2. TERM.
Subject to the provisions of Paragraph 6 below, the term of this
Agreement shall be for a period of five years commencing on February 3, 1997
(the "Commencement Date") and ending on February 2, 2002.
3. PLACE OF SERVICE.
Executive's principal office and normal workplace shall be at the
Company's offices in Chatsworth, California, or at such other location to which
such offices are relocated in los Angeles County.
4. COMPENSATION AND BENEFITS.
(a) Base Salary.
For the services to be rendered by Executive under this
Agreement, the Company shall pay Executive a base salary of not less than
$144,000 per year payable in equal monthly installments, less income tax
withholdings and other normal employee deductions. Executive's annual base
salary shall be subject to increase annually on February 3 or each year
following the Commencement Date by an amount equal to the product of (i) the
annual base salary for the preceding 12 month period and (ii) the percentage
increase in the Consumer Price Index for All Urban Consumers (Los Angeles) for
the preceding 12 month period ending on the immediately preceding January 31.
Such increased salary shall be calculated and communicated to Executive by the
Executive Compensation Committee of the Board within 60 days following each such
February 3 and shall take effect on such February 3.
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(b) Stock Options.
Executive shall participate in incentive compensation programs
and in stock option plans to the extent deemed appropriate by the Board of
Directors.
(c) Other Benefit Plans.
Executive shall participate in and receive benefits under and in
accordance with the provisions of any employee benefit plan adopted or to be
adopted by the Company and which is generally applicable to executives of the
Company.
(d) Discretionary Bonus.
In addition to Executive's annual base salary, the Board of
Directors may grant to Executive a bonus at any time, and from time to time, and
in such amount as shall be determined by the Board of Directors in its sole
discretion.
5. VACATION.
Executive shall be entitled to a paid vacation of four weeks per year.
6. REIMBURSEMENT FOR EXPENSES.
Executive shall be entitled to incur on behalf of the Company reasonable
and necessary expenses in connection with his duties and the Company shall pay
for or reimburse Executive for all such expenses.
7. TERMINATION.
Executive's employment under this Agreement shall terminate:
(i) upon death of Executive;
(ii) upon written notice from the Company to Executive in the
event of an illness or other cause incapacitating him from
performing his duties for six consecutive months; or
(iii) upon written notice from the Company in the event that
Executive commits any felonious act, is guilty of gross
negligence in the performance of his duties or willfully fails or
refuses to comply with the reasonable directions of the Board of
Directors.
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8. UNFAIR COMPETITION.
In the course of his employment, Executive will have access to
confidential records and information of the Company. During his employment by
the Company and thereafter, Executive will not directly or indirectly disclose
or misuse any such information except in accordance with his duties under this
Agreement. This provision of this Paragraph 7 shall survive the expiration or
termination, for any reason, of this Agreement or Executive's employment.
During the term hereof and for a period of two years following
termination of his employment, Executive agrees not to carry on in any state of
the United States of America or in any foreign country in which the Company or
any subsidiary or affiliate thereof is conducting business, either for himself
or as any member of any partnership, or as a stockholder, director, officer,
agent, or employee of another person, firm or corporation or otherwise, any
business similar to that being carried on by the Company (or any subsidiary or
affiliate thereof) if such business carried on by the Executive is materially
detrimental to the Company; provided, however, that the mere ownership by
Executive of not more than 5% of any corporation or similar business venture
shall not be deemed to be a violation of this covenant.
9. MERGER OR REORGANIZATION.
This Agreement shall not be terminated by the voluntary or involuntary
dissolution of the Company or by any merger or consolidation where the Company
is not the surviving or resulting corporation, or upon any transfer of all or
substantially all of the assets of the Company. In the event of any such merger
or consolidation or transfer of assets, the provisions of this Agreement shall
be binding on and shall inure to the benefit of the surviving or resulting
corporation or the corporation to which such assets shall be transferred.
10. ARBITRATION.
Any controversy or claim arising out of or relating to this Agreement,
the breach thereof or the coverage of this arbitration provision shall be
settled by arbitration which shall be in accordance with the Commercial
Arbitration Rules of the American Arbitration Association as such rules shall be
in effect on the date of delivery of demand for arbitration. The arbitration of
such issues, including the determination of the amount of any damages suffered
by either party hereto by reason of the acts or omissions of the other, shall be
to the exclusion of any court of law. The decision of the arbitrators or a
majority of them shall be final and binding on both parties and their respective
heirs, executors, administrators, successors and assigns. There shall be three
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arbitrators, one to be chosen directly by each party at will and the third
arbitrator to be to be selected by the two arbitrators so chosen. Each party
shall pay the fees of the arbitrator selected by him and of his own attorneys
and the expenses of his witnesses and all other expenses connected with the
presentation of his case. All other costs of the arbitration, including the cost
of the record or transcripts thereof, if any, administrative fees, and all other
fees and costs shall be borne equally by the parties.
11. NON-ASSIGNABILITY.
The obligations of Executive hereunder are personal and may not be
assigned or transferred in any manner whatsoever, nor are such obligations
subject to involuntary alienation, assignment or transfer.
12. AMENDMENT.
This instrument contains the entire agreement of the parties. It may not
be changed orally but only by a written agreement executed by both of the
parties hereto.
13. 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 sufficient if given by
addressing same to the other party at the address listed in the Company's
records or at such other place as may be designated in writing by like notice.
Any notice shall be deemed to have been delivered when addressed as required
herein and deposited, postage prepaid, in the United States Mail.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date
hereinabove set forth.
UNITED GOLF PRODUCTS, INC.
By /s/ XXXXXX XXXX
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EXECUTIVE
/s/ XXXXXX XXXX
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Xxxxxx Xxxx
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