Employment Agreement - Zenascent Inc. and John Yeend
EMPLOYMENT AGREEMENT
This Employment Agreement is entered into as of August 16, 2002 ("Effective
Date") by and between Zenascent, Inc., a Delaware Corporation ("Company"), whose
address is 1 Montauk Hwy, Southampton, NY 11968, and JOHN YEEND ("Employee"),
whose address is 1109 South Congress Ave, West Palm Beach, Florida 33406.
ARTICLE I
Employment: Term, Positions and Duties
Employment
The Company agrees to employ Employee and Employee agrees to accept employment
with the Company, in each case on the terms and conditions set forth in this
Agreement.
Term of Employment
The term of Employee's employment under this Agreement (the "Term") shall
commence on the Effective Date and shall continue until otherwise terminated in
accordance with Article III.
Positions and Duties
While employed hereunder, Employee shall serve as CHIEF FINANCIAL OFFICER of the
Company shall have and may exercise such powers, functions, duties and
responsibilities as are required to fulfill such a position. While employed
hereunder, Employee shall observe and comply with all lawful policies,
directions and instructions of the Executive Officers and the Board of
Directors. While employed hereunder, Employee shall devote such of his business
time, attention, skill and efforts to the faithful and efficient performance of
his duties hereunder.
Place of Employment
Employee's place of employment hereunder shall be at 1109 South Congress Ave,
West Palm Beach, Florida. However, upon request by the Company's Executive
Officers, Employee shall be available in either of the Company's New York
offices as required to fulfill the requirements of the position.
ARTICLE II
Compensation and Benefits
Base Compensation
For services rendered by Employee under this Agreement, the Company shall pay
(at times consistent with other employees) to Employee an annual base
compensation of $174,200.
Business Expenses and Benefits
In addition to the above compensation, the Company shall reimburse Employee for
all reasonable and necessary expenses incurred by Employee in carrying out his
duties hereunder, provided that such expenses are consistent with the Company's
expense and benefit policy.
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Bonuses and/or Long-term Incentive Compensation
To the extent permitted by law, Employee shall be entitled to participate in
such incentive bonuses and/or long-term incentive compensation plans (stock
option plans, etc.) as are provided to other employees of the Company.
ARTICLE III
Termination of Employment
Termination
Upon fifteen (15) days prior written notice (addressed to the respective address
written above), either party may terminate employment hereunder for any reason
whatsoever; provided, however, that if such termination is for cause then such
termination shall be effective immediately.
Severance Payments upon Termination
The Employee through Yeend & Castaneda, LLP is owed approximately $50,000 for
professional services previously rendered to the Company. In full consideration
for such $50,000, upon the termination of Employee's employment by either party
for any reason (including death), the Company shall pay to Employee his base
compensation for a period of three months after said termination.
ARTICLE IV
Miscellaneous
Indemnification
The Company agrees to defend, indemnify and hold harmless the Employee from and
against any liability and expenses (collectively, the "Liabilities") arising by
reason of Employee's acting as an officer of the Company, in accordance with and
to the fullest extent permitted by law; provided that such Liabilities do not
result from the gross negligence or willful misconduct of the Employee. The
Company shall use its commercially reasonable efforts to arrange for and
maintain Directors and Officers liability insurance for all senior management in
such amounts of coverage as are reasonably available to the Company; provided
that Employee acknowledges that at the present time the Company does not have
such insurance.
Collection Costs
The Company agrees to pay any costs of collection for any amounts due under this
Agreement including reasonable attorney fees plus 10% interest per annum on any
amounts due from the date due until paid in full.
Severability
The invalidity or unenforceability of any provision of this Agreement shall not
affect the validity or enforceability of any other provision of this Agreement,
which shall remain in full force and effect.
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Governing Law
THE VALIDITY, INTERPRETATION, CONSTRUCTION AND PERFORMANCE OF THIS AGREEMENT
SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ITS
CONFLICT OF LAWS PROVISION.
IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the
date first above written.
ZENASCENT, INC.
By: _______________________
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JOHN YEEND
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