EXHIBIT 10.14
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 X. Xxxxxx, hereinafter
referred to as "Employee".
Employer desires to employ Employee in the capacity of Assistant
General Counsel, with all principal powers, duties and
responsibilities attendant thereto, and such other duties as
shall be requested of Employee by the Company, and Employee
desires to be so employed by Employer. In consideration
therefore, the parties mutually agree as follows:
A. TERM OF AGREEMENT
The term of this contract shall be for a period of one (1)
year commencing on July 10, 1995 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either party or 2) superseded by a new employment agreement.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
Employee's remuneration shall be as set forth in Schedule A
attached to this Agreement and incorporated herein.
C. EMPLOYEE CONDUCT
As Assistant General Counsel, Employee recognizes and
understands his fiduciary relationship with and
responsibilities to Employer and 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
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, music and audio/video 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, 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 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 songwriter, recording artist, author,
writer, editor, designer, packager or other person
who, at the time of termination, is under contract
to Employer, or its subsidiaries, or with whom
Employer or its subsidiaries is negotiating at
such time, or with whom Employer or any of its
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 Xxxxxx Xxxxxx
or any of its subsidiaries.
(ii)He will not attempt to procure, nor encourage
others to procure, the employment of any employees
of Employer or its 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 books, religious
music, religious audio/video product, or religious
or secular gift and stationery products, nor
divert to other companies any recording artists,
songwriters, authors, writers, editors, designers,
packagers, or any other person under contract with
Employer or its subsidiaries or with whom Employer
is negotiating at the time of termination, in any
geographical region in which Employer or any of
its 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 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 and any of its
customers, personnel, producers, artists, authors,
or writers.
E. REMEDIES
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
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
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
executive 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
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
The validity, interpretation, construction and performance
of this Agreement shall be governed by the laws of the State
of Tennessee.
Agreement is made and entered into this 18th day of May, 1995.
ACCEPTED BY XXXXXX XXXXXX, INC.
/s/ Xxxx Xxxxxx 5-17-95 By: /s/ Xxxxxx X. Xxxxxx
------------------------ ---------------------------
Name: Xxxxxx X. Xxxxxx
---------------------------
Title: Vice President
---------------------------
