EXHIBIT 10.18
EMPLOYMENT AGREEMENT
This contract of Employment is made and entered into by and between Xxxxxx
Xxxxxx, Inc., a Tennessee corporation, hereinafter referred to as "Employer",
and Xxxx Xxxxx, hereinafter referred to as "Employee".
Employer desires to employ Employee in the capacity of Senior Vice President,
Publisher of Xxxxxx Xxxxxx Books, a division of Employer, with all principal
powers, duties and responsibilities attendant thereto, and such other duties
as shall be requested of Employee by Employer, and Employee desires to be so
employed by Employer. In consideration therefore, the parties mutually agree
as follows:
A. TERM OF AGREEMENT.
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The term of this contract shall be for a period of one (1) year
commencing on July 7, 2000 and thereafter shall automatically renew for
additional thirty (30) day periods unless 1) cancelled upon thirty (30)
days written notice by either party or 2) superseded by a new employment
agreement.
B. EMPLOYEE COMPENSATION.
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Employee's remuneration shall be as set forth in Schedule A attached to
this Agreement and incorporated herein.
C. EMPLOYEE CONDUCT.
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As Senior Vice President, Publisher, Employee recognizes and understands
his fiduciary relationship with and responsibilities to Employer.
Employee therefore promises to act always in good faith and in the best
interests of Employer in the discharge of his duties and obligations.
Further, Employee agrees to devote his full time and efforts to his
employment with Employer. Should Employee during the term of this
Agreement fail to so devote his full working time and efforts to the
benefit of Employer for any reason other than illness or disability, or
should he engage in any activity or business enterprise competing or
conflicting with the business or activities of Employer, its
subsidiaries, partners, or agents, or should he engage in any illegal or
criminal conduct or acts of insubordination or moral turpitude (such as
fornication, adultery, theft, embezzlement and/or fraud), or should he
violate any of the terms and provisions of Subparagraph D(1) hereunder,
then Employer, at its sole discretion, may terminate the employment of
Employee immediately. All Employee's rights hereunder shall end upon
such termination by Employer and Employee's only rights in such event
shall be to receive all salary accrued through the date of termination.
D. CONFIDENTIAL CLAUSES AND NON-COMPETITION AGREEMENT.
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Employee further agrees as follows:
(1) During Employment by Employer:
Confidential Information -
Employee recognizes and acknowledges that there are certain trade
secrets related to Employer's Bible, book, gift, and related
businesses including, but not limited to, the names, royalties,
account information and/or business relationships pertaining to
Employer's artists, authors, writers, customers, and
manufacturers, as well as certain information related to
manufacturing schedules and procedures, new products, future
plans, marketing practices, sales volumes of various products, and
other items of Employer's businesses not specifically mentioned
herein.
Employee recognizes and understands that he holds a position of
fiduciary privilege, and except as authorized in writing by
Employer, he agrees during the term of this Agreement and
thereafter to refrain from disclosing to any person, firm,
corporation, partnership, association or other business entity, or
to use for his own benefit, any trade secrets, unique business
information, plans, products, manufacturing data, customer lists,
author or artist lists, or any other confidential information
relating to any and all ongoing business activities of Employer,
or its parent company, or its subsidiaries the disclosure of which
he knows, or in the exercise of reasonable care should have reason
to know, may, can, or will be damaging or harmful to Employer's
business activities or those of its parent company, affiliates, or
subsidiaries, or which disclosure shall serve to direct or divert
corporate opportunities, product sales, and/or profits away from
Employer, its parent company, its affiliates, its subsidiaries,
partners, or agents, to the person, firm, corporation,
partnership, association, or the given entity to whom or to which
such disclosure is made.
(2) Subsequent to Termination of Employment:
Non-Competition -
Employee agrees that for a period extending two (2) years from the
date of Employee's termination with Employer for any reason:
(i) He will not negotiate or enter into any contract with any
artist, author, writer, editor, designer, packager or other
person who, at the time of termination, is under contract to
Employer, or its parent, affiliates or subsidiaries, or with
whom Employer or its parent, affiliates or subsidiaries is
negotiating at such time, or with whom Employer its parent,
affiliates or subsidiaries enters into any contract or
agreement during the non-compete period hereunder. Employee
further agrees not to negotiate or enter into contract with
any of the above persons for a period of two (2) years
following the expiration of any such person's contract with
Employer or its parent, affiliates or subsidiaries.
(ii) He will not attempt to procure, nor encourage others to
procure, the employment of any employees of Employer or its
parent, affiliates or subsidiaries who are employed at the
time of execution hereof, or such employees as may become
employed by Employer or any of its subsidiaries during the
non-compete period hereunder.
(iii) He will not engage in publishing, producing or distributing
Bibles, religious, Christian, or inspirational books, or
audio/video product, or religious gift or stationery products,
nor divert to other companies any artists, authors, writers,
editors, designers, packagers, or any other person under
contract with Employer or its parent, affiliates or subsidiaries
or with whom Employer is negotiating at the time of termination,
in any geographical region in which Employer or its parent,
affiliates or subsidiaries conduct such business or sell such
products both as of the time of execution hereof and throughout
the non-compete period hereunder.
(iv) He agrees that he will not attempt to publish, produce, or
distribute any religious, Christian or inspirational trade
book or Bible product or book project related to the trade
book industry, or any project of any author or artist under
contract with, or published by Employer during the preceding
three (3) years prior to termination, that in his knowledge
was under consideration, in negotitation, or in the process
of publication, or distribution by Employer at the time of
the Employee's departure.
(v) He agrees never to make, utter, write, nor otherwise publish
derogatory or defamatory statements which can, may, or do
cause harm, whether intended or not, to the relationship
between Employer or its parent, affiliates, or subsidiaries
and any of their customers, personnel, producers, artists,
authors, or writers.
E. REMEDIES.
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Employee acknowledges that he will receive privileged information from
Employer during his employment and that he will have substantial access
to Employer's trade secrets, business information and personnel data.
In consideration of his employment and the privilege of access to
Employer's trade secrets, information, business methods and procedures,
and personnel data, Employee acknowledges that the restrictions
contained within paragraph D are reasonable and necessary in order to
preserve Employer's legitimate interests and that any violation thereof
would result in irreparable injury to Employer for which monetary
damages would be an inadequate remedy. Therefore, Employee acknowledges
and agrees that in the event of any violations thereof, Employer may
seek from any court of competent jurisdiction preliminary and permanent
injunctive relief as well as an equitable accounting of all Employee's
profits or benefits arising out of such violation, which rights shall be
cumulative and in addition to any other action or remedies to which
Employer may be entitled.
In the event that any Non-Competition provision of this Agreement shall
be held by a court of competent jurisdiction to be, in any respect, an
unreasonable restriction of Employee, then the court so holding may
reduce the territory to which it pertains and/or the period of time to
which it operates or effect any other change to the extent necessary to
render the Non-Competition provisions and the Non-Disclosure of
Information provisions of this Contract enforceable by the said court.
F. WAIVERABILITY OF PROVISIONS.
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In case any provision in this Agreement shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected nor impaired
thereby and such provisions shall be enforced to the fullest extent
possible in accordance with the mutual intent of the parties hereto.
G. NON-WAIVER AGREEMENT.
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No provision of this Agreement may be modified, waived or discharged
unless such waiver, modification or discharge is agreed to in writing
and is signed by the Employee and an officer of Employer. No waiver by
either party hereto of the other party's compliance with, or breach of,
any condition or provision herein to be performed by said party shall
constitute a simultaneous waiver of any other terms, provisions or
conditions herein nor shall such waiver by either party constitute a
continuing waiver of said pertinent term, provision, or condition
subsequent thereto unless such continuation of waiver is agreed to in
writing by the parties pursuant to the terms of this paragraph.
H. WARRANTIES AND REPRESENTATION.
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This Agreement, including attachments, contains the entire agreement
between the parties hereto and no agreements or representations, oral or
otherwise, express or implied, with respect to the subject matter hereof
have been made by either party which are not set forth expressly in this
Agreement.
I. APPLICABLE LAW.
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The validity, interpretation, construction and performance of this
Agreement shall be governed by the laws of the State of Tennessee and
the parties hereto submit to the exclusive jurisdiction of the courts of
Davidson County, Tennessee which shall be the venue for resolution of
any dispute arising herefrom. The cost of any such litigation to
enforce all or part of this Agreement, including without limitation,
court costs and attorneys' fees, shall be paid by the party found to be
in default hereunder or who is otherwise found to be acting or to have
acted contrary to the terms hereof.
Agreement is made and entered into this 7th day of July, 2000.
ACCEPTED BY: XXXXXX XXXXXX, INC.
/s/ Xxxx Xxxxx By: /s/Xxxxxxx Xxxxx
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Xxxx Xxxxx
Name: Xxxxxxx Xxxxx
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Title: Vice President
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