Contract of Employment - Entertainment Universe and William R. Wagner
ENTERTAINMENT UNIVERSE
CONTRACT OF EMPLOYMENT
This memo confirms the terms and conditions of your employment with
Entertainment Universe. Please review each section and sign your name at the
bottom of each page - indicating your agreement with everything on the page -
and again at the end of the document. You are also required to indicate your
current address. NOTE: The company reserves the right to alter this contract
every year.
Role
In your position of Chief Financial Officer (CFO), you will be reporting to the
President and COO and serve as an integral member of the Entertainment Universe
Management Team. Your annual salary is $125,000 and will be reviewed every
twelve months. You will begin your job as CFO on Monday, April 5, 1999.
Stock Options
Your position entitles you to participate in an associate stock option plan (see
Attachment). Stock options will be issued by the Chairman and are discretionary.
Your first option issue will be 100,000 at a strike price of $3.00. These
options will exercise in equal portions by quarter over three years. Future
option issuing will be decided by the compensation committee and is also
discretionary.
Benefit package will include all benefits normally offered to an Entertainment
Universe salaried employee. These are summarized as follows:
o Medical insurance for you and your dependents. Anthem Blue Cross/Blue
Shield of CT offers a POS plan with specific provisions for optional
out-of-network services (see attached plan description). This plan
requires employee contribution and is effective 30 days after employment.
o FORTIS Dental Insurance for you and your dependents (see attached plan
description).
o Benefits are subject to change without notice as company plans evolve.
William R. Wagner
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Employee Name (Print)
/s/ William R. Wagner 3-25-99
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Employee Signature Date
92 Compo Road North
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Street Address Apt. # Floor
Westport CT 06880
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City State Zip Code
Entertainment Universe - CONFIDENTIAL
<PAGE>
Termination
The Company may terminate your employment with or without cause during your
first year of employment and 3 months written notice thereafter. At the
Company's election, the Company may terminate you for cause with no notice
period or in lieu of notice. For this paragraph, "cause" is defined as
inadequate performance. You may terminate your employment with the Company upon
three months written notice. The Company may decide, at its discretion, to waive
the notice period required of you. In that case, no severance will be due to
you. Your notice to the Company must be either delivered in hand to an
authorized agent of the Company, or sent to the Company by certified mail.
Non-Competition/Non-Solicitation
In consideration of your employment, the benefits which you are receiving
hereunder, and in consideration of the notice/severance provision contained
herein, you agree that you will not accept employment or act as a consultant
with any person, company, or entity which competes with the Company directly or
indirectly, for a period of 12 months after date of departure. Furthermore, you
agree that, in consideration of the same items discussed herein, you will not
solicit any other employee who is or who was employed by the Company at any time
during the 12-month period preceding your departure date to leave the employ of
the company for purposes of employment, consulting, or entering into a joint
venture agreement, with you or with any other person, company, or entity. You
expressly agree that monetary damages could not make the Company whole in the
event that you violate any aspect of this provision and that injunctive relief
should be issued by a Court of competent jurisdiction in the event that you do
so. The parties further agree that, should any Court conclude that any aspect of
this provision is unreasonable in any respect, the provision as a whole would
not fail but would rather be limited to such extent as the Court deems
reasonable.
Moonlighting
As defined is having more than one job. This is not permitted.
Non-Disclosure and Confidentiality
You shall not, at any time during the term of this Agreement following your
termination of employment, publish, reveal, divulge or make known to any person,
firm, corporation or any other business organization, any proprietary or
confidential information, including but not limited to customer's lists, trade
secrets, processes, business practices, technology, know-how, research, and
programs. Also, you shall not use for yourself or others, or divulge to others,
any proprietary or confidential information, knowledge of data of the Company
obtained by you as a result of your employment, unless authorized by an
executive officer of the Company in writing. As a guide, in general but without
limitation, any unpublished information is proprietary and confidential,
including any information set for the in pending patent content, software or
technology applications for the Company.
William R. Wagner
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Employee Name (Print)
/s/ William R. Wagner 3-25-99
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Employee Signature Date
92 Compo Road North
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Street Address Apt. # Floor
Westport CT 06880
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City State Zip Code
Entertainment Universe - CONFIDENTIAL
<PAGE>
OWNERSHIP OF TRADE SECRETS
You agree that any trade secret, invention, improvement, patent applications,
copyrightable material, program, system, or novel technique or the like
conceived, devised, developed, or otherwise obtained by you or other Company
employees during the term of this Agreement shall be and become the sole
property of the Company.
OWNERSHIP OF RECORDS AND DOCUMENTS
You agree all written materials, records, documents, and other materials either
prepared by you or which came into your possession during the term of the
Agreement concerning any services, products or processes used, developed,
investigated or considered by the Company, otherwise concerning the business
affairs of the Company, shall be the sole and exclusive property of the Company,
and upon termination of employment, or upon request of the Company during
employment, you shall promptly deliver all such materials to the Company.
The above terms and conditions have been established to reflect the importance
of your position within the Company.
This offer will expire on Thursday, March 25, 1999 at 1:30pm and is subject to a
reference check (i.e. education, employment history, and your submitted
references).
Please countersign the attached copy of this letter, signifying your acceptance
of the terms and conditions of the contract, and return it to Kim Shaw via the
enclosed Fed-Ex AFTER faxing the signed or unsigned sheets to Kim @ (203)
294-0391. Please call her at (203) 294-1648 ext. 509 prior to faxing the sheets.
Accepted and Agreed By,
William R. Wagner
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Employee Name (Print)
/s/ William R. Wagner 3-25-99
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Employee Signature Date
92 Compo Road North
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Street Address Apt. # Floor
Westport CT 06880
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City State Zip Code
Entertainment Universe - CONFIDENTIAL
<PAGE>
ENTERTAINMENT UNIVERSE
CONTRACT OF EMPLOYMENT
"ADDENDUM"
Vacation
In your role, you will be entitled to four weeks vacation.
William R. Wagner
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Employee Name (Print)
/s/ William R. Wagner 3-31-99
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Employee Signature Date
92 Compo Road North
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Street Address Apt. # Floor
Westport CT 06880
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City State Zip Code
Entertainment Universe - CONFIDENTIAL
<PAGE>
8.2 GOOD STANDING.
Purchaser is a corporation duly organized and existing in good standing under
the laws of the State of Nevada.
8.3 DUE AUTHORIZATION; NO CONFLICT.
Except as otherwise provided herein, no consent, waiver or approval of any party
or governmental authority is required in connection with Purchaser's execution,
delivery and performance of this Agreement. This Agreement constitutes a legal,
valid and binding obligation of the Purchaser enforceable in accordance with its
terms.
9.0 SURVIVAL OF REPRESENTATIONS AND WARRANTIES.
The covenants, representations and warranties of the parties made herein or in
any other certificate, instrument or document delivered at the Closing shall
survive the Closing, notwithstanding any investigation at any time made by or on
behalf of the other party.
10.0 INDEMNIFICATION.
10.1 OBLIGATION OF THE SELLER, STEVE MARTIN AND KORRI KOLESA TO INDEMNIFY.
The Seller, Steve Martin and Korri Kolesa, jointly and severally, shall
indemnify, defend and hold harmless the Purchaser and its affiliated entities
from and against any and all losses, judgments, claims, awards, damages,
settlements, costs and expenses, including, without limitation, attorneys fees,
sustained or incurred by the Purchaser as a result or arising out of any the
following: (i) the breach by Seller, Steve Martin or Korri Kolesa of any
representation, warranty or covenant contained herein or in any document
executed and delivered in connection with the transactions contemplated herein;
(ii) the business of Seller prior to the Closing; (iii) any act, omission, debt,
obligation or liability of the Seller, its agents, contractors, employees,
officers, directors or any claim by present or former employees of Seller's
business, whether or not such employees become employees of the Purchaser
pursuant to the transaction contemplated hereby, of any nature whatsoever
arising in any way out of their employment relationship with Seller, provided
any such claim arises solely from events relating to employment with the Seller
prior to the Closing; or (iv) Any debt, liability, tax, obligation, trade
payable, non reimbursed customer warranty claims, contract or commitment of
Seller relating to the Assets, the Seller's business and/or the consummation of
the purchase and sale under the terms of this Agreement.
10.2 OBLIGATION OF THE PURCHASER TO INDEMNIFY.
The Purchaser shall indemnify, defend and hold harmless Seller from and against
any and all losses, judgments, claims, awards, damages, settlements, costs and
expenses, including, without limitation, attorneys
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<PAGE>
Headings in this agreement are for convenience only and shall not be used to
interpret or construe its provisions.
19.0 GOVERNING LAW
This agreement shall be governed by and construed in accordance with the laws of
the State of Connecticut.
20.0 COUNTERPARTS
This agreement may be executed in one or more counterparts, each of which shall
be deemed an original but all of which together shall constitute one and the
same instrument.
21.0 DEFAULT
Upon either party's default or breach hereunder, either party may before or
after the Date of Closing enforce any provision this Agreement or any document
or instrument executed and delivered in connection herewith according to law
and/or equity in any court of competent jurisdiction within the State of
Connecticut, including specific performance of either party's obligations,
indemnities, covenants, warranties and/or representations hereunder or therein
and may seek injunctive relief. The prevailing party shall be entitled to
recover any and all damages, costs, expense and reasonable attorney's fees due
or sustained as a result of any such default or breach or incurred in the
successful enforcement of any provision of this Agreement or any document
executed and delivered in connection herewith or in the pursuit or collection of
any remedy provided hereunder or in law.
22.0 SEVERABILITY
It is the desire and intent of the parties hereto that the provisions of this
Agreement be enforced to the fullest extent permissible under the laws and
public policies applied in each jurisdiction in which enforcement is sought.
Accordingly, if any particular provision of this Agreement shall be adjudicated
by a court of competent jurisdiction to be invalid, prohibited or unenforceable
for any reason, such provision, as to such jurisdiction, shall be ineffective,
without invalidating the remaining provisions of this Agreement or affecting the
validity or enforceability of such provision in any other jurisdiction.
Notwithstanding the foregoing, if such provision could be more narrowly drawn so
as not to be invalid, prohibited or enforceable in such jurisdiction, it shall,
as to such jurisdiction, be so narrowly drawn, without invalidating the
remaining provisions of this Agreement or affecting the validity or
enforceability of such provision in any other jurisdiction.
In witness thereof the parties have caused this agreement to be executed as of
the day and year first above written.
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<PAGE>
For SELLER:
/s/ Steve E. Martin Date 5-17-99
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Name: Steve E. Martin
Title: CEO, GWIC
For PURCHASER:
/s/ [ILLEGIBLE] Date 5-17-99
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Name:
Title: COO
STEVE MARTIN:
/s/ Steve E. Martin Date 5-17-99
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KORRI KOLESA:
/s/ Korri M. Kolesa Date 5-17-99
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