EXHIBIT 10.25
0000 XXXXXX XX XXX XXXXXXXX, XXXXX 0000
XXX XXXX, XXX XXXX 00000
October 28, 2003
Xx. Xxxxx Xxxxxx
0 Xxxxx Xxxx
Xxxxxxxxxx Xxx, Xxx Xxxx 00000
Dear Xx. Xxxxxx,
This letter sets forth the agreement regarding your employment (the "Agreement")
with Genio Group, Inc. (the "Company"), a Delaware corporation that is a
developer and marketer of innovative entertainment and leisure products (the
"Business"), upon the terms and conditions set forth herein.
Start Date: November 3, 2003
Employment Term: The term will be for a period of three (3) years through
November 3, 2006 ("Initial Term") provided that the Initial
Term may be automatically extended for up to two (2)
additional twelve month periods unless either party gives
written notice to the other to not proceed with such renewal
at least sixty (60) days prior to the expiration of the then
existing term (the "Renewal Term").
Either the Company or you may terminate your employment during
the Initial Term or any Renewal Term for any reason, with or
without Cause, provided however, you agree to deliver to the
Company written notice of such termination at least thirty
(30) days prior to your last date of employment and the
Company agrees to deliver written notice of such termination
at least thirty (30) days prior to your last date of
employment.
Title and You will be employed in the position of President of the
Duties: Company working from the headquarters of the Company presently
located at 1120 Avenue of the Americas, Xxxxx 0000, Xxx Xxxx,
Xxx Xxxx 00000, or at such other New York City or Long Island
address as the Company shall designate. You will be expected
to travel regularly both domestically and internationally in
your position as President of the Company. Your duties and
responsibilities shall be on a full-time basis and shall be
subject, at all times, to the direction and supervision of the
Company's Chief Executive Officer ("CEO"), as well as its
Board of Directors ("Board"). Your responsibilities shall
include using your best efforts to (i) secure internationally,
nationally and regionally recognized retailers and
distributors for the sale, licensing, consignment or related
commercial transactions for Genio trading cards (the "Genio
Trading Cards") and additional products that the Company may
develop (the "Potential Genio Products"), including making
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introductions of individuals or companies to the Company, its
parent, or its affiliates and subsidiaries; (ii) participate
with executives and consultants of the Company, its parent, or
its affiliates and subsidiaries in the structuring and
negotiation of sale, licensing, consignment or related
commercial transactions for Genio Trading Cards and Potential
Genio Products; (iii) develop the overall strategy to develop
the Genio brand; (iv) participate in the preparation of
financial budgets and operating plans for the Company, its
parent, and its affiliates and subsidiaries; (v) participate
in the analysis of potential acquisition, joint venture,
merger and similar type of transactions for the Company, its
parent, and affiliates and subsidiaries; (vi) participate in
the raising of capital for the Company, its parent, affiliates
and subsidiaries operations; (v) supervise the Company, its
parent, and affiliates and subsidiaries' personnel in the
performance of their duties, and (vi) to carry out such other
matters of a similar nature as directed by the Company's CEO
or Board.
Compensation: During each twelve (12) month period of the Initial Term and
Salary/Bonus any Renewal Term, you will be paid a base salary of $180,000
("Base Salary"), payable in accordance with the Company's
normal payroll practice, which is presently bi-weekly.
Stock Options: The Company shall also grant to you stock options to acquire
Nine Hundred Thousand (900,000) shares of restricted common
stock of the Company (the "Option Grant") at an exercise price
per share equal to the average closing price of the common
stock during the 40 day period from the Start Date: 100,000
options vesting and exercisable upon mutual execution by you
and the Company of this Agreement, 100,000 options each
vesting and exercisable following the completion of six
months, twelve months, eighteen months, twenty-four months,
and thirty months, and 300,000 options vesting and exercisable
following the completion of thirty-six months of the Initial
Term. Provided such options have vested, the options shall be
exercisable for a five (5) year term commencing from the Start
Date above. You shall be entitled to piggyback registration
rights to register the common stock underlying the Option
Grant in the event that the Company files a registration
statement to register any stock options for other employees
under an employee stock option plan.
Severance: In the event that your employment is terminated without Cause
by the Company, or you terminate your employment for Cause,
you shall be entitled to severance at the rate provided by
your Base Salary on the following basis:
2
Months employed months of severance payment
0-3 3
4-6 4
6-12 5
after 12 6
In addition, upon such termination, any vested options plus
100,000 additional and previously unvested options shall be
exercisable for only twelve (12) months following the date of
termination. Any remaining unvested options on the date of
termination shall be immediately cancelled. Any severance
payment shall be paid in the same regular installments as your
Base Salary.
Benefits: You will be eligible to participate in any management bonus
plan and entitled to such benefits, health insurance and
vacation which are, or will be, provided to other senior
executives of the Company.
Expenses: You will be reimbursed upon submission of appropriate
documentation for all reasonable expenses including travel
(local and out of town) incurred by you in the performance of
your employment hereunder, provided however, that you shall
not incur any such expenses in excess of $1,500 without the
prior written consent of the CEO or other authorized financial
officer of the Company.
Termination: (a) Your employment shall terminate upon the first to occur of
the following:
(1) The expiration of the Initial Term or any Renewal Term
specified above.
(2) Upon your (i) death or (ii) permanent disability or
incapacity.
(3) For Cause. The Company shall have the right to terminate
your employment upon twenty-four (24) hours' written notice to
you For Cause. The grounds for such termination For Cause
shall be:
(i) a material breach of your agreement of employment
hereunder, including, but not limited to a violation of
any non-competition, non-solicitation or confidentiality
provisions hereinafter set forth or any action which
violates the terms of that certain license between
Tele-V, Inc. and Marvel Enterprises, Inc. and Marvel
Characters, Inc. effective as of the 27th day of March
2003, as amended by amendment effective as of the 25th
day of September 2003 between Genio Group, Inc.
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(formerly known as Tele-V, Inc.), and Marvel Characters,
Inc. and Marvel Enterprises, Inc. (the "Marvel
License"); or
(ii) Your arrest for fraud, embezzlement, bribery, act
of moral turpitude or any felonious offense (other than
strictly a motor vehicle matter, provided that a
conviction for a motor vehicle matter other than a minor
traffic violation, constitutes grounds for termination
For Cause); or
(iii) Your commission of any act of fraud, dishonesty or
negligence in connection with the performance of your
duties as an employee of the Company; or
(iv) Your willful and repeated failure or refusal
(unremedied after ten (10) business days written notice
from the Company of such failure or refusal) to perform
your duties and responsibilities as are established by
the Company's Chief Executive Officer and the Board of
Directors, from time to time.
(4) Upon written notice from either the Company, or you, which
notice if delivered by you shall be received by the Company no
less than thirty (30) days prior to the date of termination
and if delivered by the Company, shall be received by you no
less than thirty (30) days prior to the date of termination.
(b) Except as otherwise stated in "Severance" above, if you
are terminated for Cause, the Company shall have no further
financial or other obligations to you following the last date
of employment and any unvested options in the Option Grant
shall be cancelled and forfeited by you.
Agreement Not
To Compete: In consideration of the above, you agree that during the
Initial Term or any Renewal Term, and for twelve (12) months
following the expiration of such term or earlier termination
of your employment, you shall not either for yourself or on
behalf of any other person, partnership, corporation or
entity, directly or indirectly or by action in concert with
others:
(a) interfere with any of the Company's or its parent,
affiliates' or its subsidiaries' relationships with, or
endeavor to employ or entice away from the Company or its
parent, affiliates or its subsidiaries, any person who, at any
time on or after the date hereof, is or shall be an employee
of the Company or its parent, affiliates or its subsidiaries
or under some other contractual relationship with the Company,
interfere with or seek to adversely alter the Company's or its
parent, affiliates or its subsidiaries' relationship with,
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solicit or divert any supplier, licensee or distributor of the
Company or its parent, affiliates or its subsidiaries; or
(b) seek or obtain employment with, or provide services to,
any of the parties to the Marvel License.
Property Rights: With respect to information, inventions and discoveries or any
interest in any copyright and/or property right developed,
made or conceived of by you, either alone or with others, at
any time during your employment by the Company and whether or
not within working hours (and written six months thereafter)
arising out of such employment or pertinent to any field of
business or research in which, during such employment, the
Company is engaged or (if such is known to or ascertainable by
you) is considering engaging, you agree:
(a) that all such information, inventions and discoveries or
any interest in any copyright and/or other property right,
whether or not patented or patentable, shall be and remain the
exclusive property of the Company, whether or not it is
protected or protectible under applicable patent, trademark,
service xxxx, copyright or trade secret laws which shall be
deemed work made for hire as defined in Section 101 of the
Copyright Act, 15 U.S.C. Section 101. If it is determined that
any such works are not works made for hire, you hereby assign
to the Company all of your right, title and interest,
including all rights of copyright, patent, and other
intellectual property rights, to or in such work product;
(b) to disclose promptly to an authorized representative of
the Company all such information, inventions and discoveries
or any copyright and/or other property right and all
information in your possession as to possible applications and
uses thereof;
(c) not to file any patent application relating to any such
invention or discovery except with the prior written consent
of an authorized officer of the Company (other than yourself);
(d) that you hereby waive and release any and all rights you
may have in and to such information, inventions and
discoveries and hereby assign to the Company and/or its
nominees all of your right, title and interest in them and all
your right, title and interest in any patent, patent
application, copyright or other property right based thereon.
You hereby irrevocably designate and appoint the Company and
each of its duly authorized officers and agents as your agent
and attorney-in-fact to act for you and in your behalf and
stead to execute and file any document and to do all other
lawfully permitted acts to further the prosecution, issuance
and enforcement of any such patent, patent application,
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copyright or other property right with the same force and
effects as if executed and delivered by you; and
(e) at the request of the Company, and without expense to you,
to execute such documents and perform such other acts as the
Company deems necessary or appropriate, for the Company to
obtain patents on such inventions in a jurisdictions
designated by the Company, and to assign to the Company or its
designees such inventions and any and all patent applications
and patents relating thereto.
Confidentiality: With respect to the information, inventions and discoveries
referred to above and also with respect to all other
information, whatever its nature and form and whether obtained
orally, by observation, from Materials (as defined below) or
otherwise (except such as is generally available through
publication), obtained by you and relating to any invention,
improvement, enhancement, product, know-how, formula,
software, process, apparatus, design, drawings, codes, data
printouts, magnetic tapes and disks, recordings, marketing and
sales programs, financial projections, concept or other
creation, or to any use of any of them, or to materials,
tolerances, specifications, costs (including, without
limitation, manufacturing costs), pricing formulae, or to any
plans of the Company, or to any other trade secret or
proprietary information of the Company, related to the
Business and operations of the Company or the Company's
customers, strategic alliances, licensors, parent,
subsidiaries and affiliates, you agree:
(a) to hold all such information, inventions and discoveries
which have not otherwise become public knowledge in strict
confidence and not to publish or otherwise disclose any
thereof to any person or entity other than the Company except
with the prior written consent of an authorized officer of the
Company or as may be required by law;
(b) to take all reasonable precautions to assure that all such
information, inventions and discoveries are properly protected
from access by unauthorized persons;
(c) to make no use of nor exploit in any way any such
information, invention or discovery except as required in the
performance of your employment duties of the Company; and
(d) upon termination of your employment by the Company, or at
any time upon request of the Company, to deliver to it all
Materials (as defined below) and all substances, models,
software, prototypes and the like containing or relating to
any such information, invention or discovery, all of which
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Materials (as defined below) and other things shall be and
remain the exclusive property of the Company.
For purposes of this Agreement, the term "Materials" includes,
without limitation, letters, memoranda, reports, notes,
notebooks, books of accounts, drawings, prints, marketing
materials, product designs, specifications, formulae,
software, data printouts, microfilms, e-mails, magnetic tapes
and disks and other documents and recordings, together with
all copies, excerpts and summaries, thereof.
Miscellaneous: We agree that it is our intention and covenant that your
employment and performance thereunder be governed by and
construed under the laws of the State of New York concerning
contracts to be made and performed wholly within such state,
without regard to any conflict of law principles and that any
dispute between the parties of any kind shall be adjudicated
exclusively in the courts of the State of New York.
(a) This letter sets forth the entire agreement regarding your
employment and may not be modified or changed except by mutual
written agreement. Your obligations hereunder may not be
assigned by you. Your employment agreement is assignable by
the Company to a wholly-owned subsidiary or in the event of
any sale, merger, or similar transaction by the Company with a
third party or a related party.
(b) You represent and warrant that the execution, delivery and
performance by you of this Agreement and the matters
contemplated thereunder does not, and will not, violate,
result in a breach of, or constitute a default under any
agreement or arrangement to which you are a party. You also
represent and warrant that you have had the opportunity to
consult with the counsel of your choice in the negotiation and
execution of this Agreement.
(c) The invalidity of all or any part of any paragraph or
subparagraph of this Agreement shall not render invalid the
remainder of the Agreement and obligations contemplated
hereunder.
(d) This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but
all of which when together, shall constitute one and the same
agreement.
(e) Any notice given hereunder shall be in writing and either
delivered in person, by nationally recognized overnight
courier, or be registered or certified first class mail,
(postage prepaid, addressed) if to the Company at Genio Group,
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Inc., 1120 Avenue of the Americas, Xxxxx 0000, Xxx Xxxx, Xxx
Xxxx 00000, attn: Chief Executive Officer and (b) if to the
Employee at the address noted above. Notices delivered
personally shall be deemed given as of actual receipt; notices
sent via facsimile transmission shall be deemed given as of
one business day following sender's receipt from sender's
facsimile machine of written confirmation of transmission
thereof; notices sent by overnight courier shall be deemed as
given as of one business day following sending; and notices
mailed shall be deemed given as of five business days after
proper mailing. Any party may change its address in notice
given to the other party in accordance with this Section (e).
If the above meets with your understanding, please countersign this Agreement at
the lower left to acknowledge your agreement and acceptance with the terms and
conditions outlined above and return a signed copy to me at your earliest
convenience. We look forward to a long and mutually rewarding relationship.
Sincerely,
Genio Group, Inc.
By: /s/ Xxxx Xxx-Xxxx
--------------------------------------
Xxxx Xxx-Xxxx, Chief Executive Officer
ACCEPTED AND AGREED TO THIS 28th day of October 2003:
/s/ Xxxxx Xxxxxx
-----------------------------------------
Xxxxx Xxxxxx
cc: Genio Group, Inc. Board of Directors
