Exhibit 10-1
EMPLOYMENT AGREEMENT
FOR
▇▇▇▇ ▇. ▇▇▇▇▇▇
THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered
into as of the first day of February, 1997, between ON STAGE ENTERTAINMENT
CORPORATION, INC., a Nevada Corporation formally known as LEGENDS IN CONCERT,
INC., (the "Company"), and ▇▇▇▇ ▇▇▇▇▇▇, an individual ("Stuart").
RECITALS
WHEREAS, Stuart is the creator and founder of the Company and
is the producer of the world-famous Legends in Concert; and
WHEREAS, the Company is preparing to become a publicly traded
entity in order to increase its capitalization to fund expanded shows worldwide,
and this Agreement is undertaken to help facilitate such a public offering; and
WHEREAS, the Company desires to be assured of the ongoing
long-term association and services of Stuart for the Company; and
WHEREAS, Stuart agrees to be employed by the Company, and the
Company is willing to employ Stuart, upon the terms, covenants and conditions
hereinafter set forth; and
NOW, THEREFORE, in consideration of the mutual agreements
contained herein, the Company and Stuart agree as follows:
AGREEMENT
1. RECITALS. The above-listed Recitals are incorporated into
this Agreement in their entirety and expressly made a part hereof.
2. POSITION AND TITLE. The Company agrees to employ Stuart in
the position of Chairman of the Board and Chief Executive Officer, with
authority specified by the Board of Directors.
3. TERM AND TERMINATION.
(a) Term of Employment. Stuart's employment shall be
for a period of three years and four months commencing on the date of this
Agreement and ending on May 31, 2000, unless another date is agreed to in
writing by the parties.
(b) Causes for Termination. The Company shall have
the right to terminate this Agreement and Stuart's employment at any time for
Cause. "Cause" for termination shall include: (1) Stuart's material breach of
this Agreement; (2) conduct materially injurious to the Company; (3) fraud,
theft, embezzlement, misappropriation or similar activity; (4) conviction or
pleading guilty or no contest to any criminal offense, excluding minor offenses
such as traffic offenses; or (5) gross neglect of employment duties. However, if
the cause for termination is one of the reasons listed in (1), (2) or (5) above,
prior to terminating Stuart, the Company shall first notify Stuart in writing of
his offense and afford him 30 days to correct the problem. If Stuart has failed
to correct the situation to the reasonable satisfaction of the Board of
Directors within 30 days of such notification, the Company may terminate
Stuart's employment.
(c) Severance Pay. The Company shall have the right
to terminate this Agreement and Stuart's employment at any time without cause,
provided that the Company shall pay Stuart a lump sum payment (without
mitigation for subsequent employment) on the date of such termination in an
amount equal to one (1) year's Base Salary, car allowance and insurance
allowance plus reimburse Stuart for any accrued but unused vacation days as of
the date of Stuart's termination ("Severance Pay").
(d) Termination by Stuart. If, prior to an initial
public offering by the Company, there shall be a change in voting control of the
Company not caused by the sale of Stuart personal shares, then Stuart shall have
the right to terminate this Agreement and Stuart's employment at any time
without cause, and the Company shall pay Stuart the Severance Pay in a lump sum
payment (without mitigation for subsequent employment) on the date of such
termination.
5. COMPENSATION.
(a) Salary. As compensation for his services, Stuart
will receive $250,000 per annum (the "Base Salary"), payable in equal bi-monthly
installments. Stuart's annual Base Salary shall be increased by ten percent
(10%) of the previous year's Base Salary, contingent upon Stuart meeting
reasonable financial performance goals agreed to by the Board of Directors and
Stuart.
(b) Vacation. Stuart shall be eligible for 20 days of
paid vacation benefits each employment year, accrued on a pro rata basis.
(c) Insurance. The Company will reimburse Stuart for
the reasonable actual cost of his full family medical and dental policy now in
effect, or the equivalent, plus life and disability insurance, up to a cap of
$600 per month until such time as the Company establishes its own similar
medical, dental, life and disability insurance plans, at which time the Company
will provide the same to Stuart at no cost to him.
(d) Car Allowance. Stuart shall be paid a car
allowance of $1,500 per month.
(e) Cellular Telephone and Pager. The Company will
reimburse Stuart for a cellular telephone, a cellular car telephone, and a
2
pager, together with all business related cellular telephone calls and for
standard monthly cellular telephone fees.
(f) Home Office. The Company will reimburse Stuart
for his reasonable actual out-of-pocket costs associated with Stuart keeping an
office at his home, including, but not limited to, a fax machine, a computer,
computer software, a copy machine and all office supplies and fax and phone toll
charges reasonably related to maintaining this office.
(g) Expense Reimbursement. The Company shall
reimburse Stuart for those expenses incurred by him in connection with the
performance of his duties on behalf of the Company that are in accordance with
the Company's expense reimbursement procedures currently in place; provided,
that such expenses are reasonable for an executive of Stuart's status and are
appropriately documented.
6. CONFIDENTIAL INFORMATION. Stuart acknowledges that during
his employment by the Company he will have access to various trade secrets and
other proprietary and confidential information. Stuart agrees as a material
condition of this Agreement to execute a confidentiality and non-competition
agreement in the form of the attached Exhibit A, immediately subsequent to the
signing of this Agreement.
7. ARBITRATION. Any disputes between Stuart and the Company
arising out of this agreement or Stuart's employment by the Company including
but not limited to alleged violations of federal, state and/or local statutes
(for example, claims for discrimination including but not limited to
discrimination based on race, sex, sexual orientation, religion, national
origin, age, marital status, handicap or disability; and claims relating to
leaves of absence mandated by state or federal law), breach of any contract or
covenant (express or implied), tort claims, violation of public policy or any
other alleged violation of Stuart's statutory, contractual or common law rights
(and including claims against the Company's officers, directors, employees or
agents), which Stuart and the Company or other party are unable to resolve
through direct discussion, regardless of the kind or type of dispute (excluding
claims for workers' compensation, unemployment insurance and any solely monetary
dispute within the jurisdiction of small claims court) shall be decided
exclusively by conclusive and binding arbitration in the State of Nevada in
accordance with the American Arbitration Association's ("AAA") Employment
Dispute Resolution Rules (the "Rules"). Except for those claims specifically
excluded from coverage under this arbitration provision, Stuart and the Company
hereby waive the right to pursue any claims, including but not limited to
employment termination-related claims, through civil litigation outside the
arbitration procedures of this provision, unless otherwise required by law.
Stuart and the Company each have the right to be represented by counsel with
respect to arbitration of any dispute pursuant to this paragraph. Each party
shall have the right to take depositions, make requests for production of
documents to any person or entity, and to subpoena witnesses and documents for
the arbitration. Additional discovery may be had only where the arbitrator so
orders, upon a showing of substantial need. The arbitrator shall be selected by
agreement between Stuart and the Company, but if they do not agree on the
selection of an arbitrator within 30 days after the date of the request for
arbitration, the arbitrator shall be selected pursuant to the Rules. Each party
shall pay its own expenses for the arbitration and the fee and expenses of the
arbitrator shall be shared equally.
8. ENTIRE AGREEMENT.This agreement contains the entire
understanding between Stuart and the Company and it supersedes any prior oral or
3
written agreements and understandings between them. This agreement may be
modified only in writing signed by both parties.
9. SEVERABILITY. If a court of competent jurisdiction holds
that any provision of this agreement is void or unenforceable, the remaining
provisions shall continue in full force and effect.
10. NOTICES.
(a) Any notice under this agreement given by the
Company to Stuart shall be personally delivered to him or sent by certified mail
to his most recent home address as shown in the Company's records.
(b) Any notice by Stuart to the Company shall be sent
by certified mail to the following address:
On Stage Entertainment, Inc.
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
(c) Any notice sent by certified mail shall be
effective when mailed.
11. GOVERNING LAW. This Agreement shall be governed by and
interpreted and enforced in accordance with the substantive laws of the State of
Nevada without reference to the principles governing conflict of laws applicable
in that or any other jurisdiction.
Dated: February 1, 1997 /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------
By: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Dated: February 1, 1997 /s/ ▇▇▇▇▇ ▇▇▇▇
-------------------------------
▇▇▇▇▇ ▇▇▇▇
President
On Stage Entertainment, Inc.
4
