Employment Agreement - InternetStudios.com UK Ltd., InternetStudios.com Inc. and Robert Maclean
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT, dated as of July 1, 2000 is made and entered into by
and between INTERNETSTUDIOS.COM, U.K. LIMITED, a company of 167 Wardour Street,
London, registered in England as company number 3929288 (the "Employer"), Robert
Maclean an individual (the "Executive") and InternetStudios.com, Inc., a Nevada
corporation (the "Corporation").
RECITALS:
A. Employer desires to employ Executive and Executive desires to
perform the duties and obligations hereinafter described for
Employer upon the terms and conditions hereinafter set forth.
B. Employer and Executive have agreed that Executive shall from
July 1, 2000 (the "Commencement Date") be employed on the
terms of this Agreement.
NOW THEREFORE, in consideration of the mutual covenants and conditions herein
contained and their performance, Employer and Executive agree as follows:
1. EMPLOYMENT. Employer hereby employs Executive and Executive agrees to serve
Employer in the capacity of Chairman of the board of directors of the Company
from time to time (the "Board"), with the duties and, subject to the further
terms and conditions of this Agreement, powers customarily associated with such
position. Executive shall serve Employer in such other capacity as reasonably
within Executive's capabilities as the Board may from time to time resolve and
agreed with Executive. Executive shall, during the term of this Agreement, in
good faith perform such duties as may be assigned to him by the Board consistent
with Executives position and shall implement the policies of Employer and
reasonable directions provided by the Board from time to time.
2. EMPLOYMENT TERM. The date of commencement of Executive's employment and
continuous employment with Employer is July 1, 2000. The employment shall
continue for an initial period of 29 months from the Commencement Date (the
"Employment Period") unless earlier terminated by either party in accordance
with the provisions of Section 6. The Employment Period may be extended for two
(2) successive one year periods by mutual written agreement of the parties
hereto (the "Subsequent Employment Period"). If either party intends not to
renew this Agreement upon the expiration of the Employment Period or upon the
expiry of the Subsequent Employment Period, then such party shall give to the
other party written notice of such intention not less than ninety (90) days
prior to the expiration of such Employment Period or Subsequent Employment
Period.
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3. COMPENSATION AND BENEFITS. From and after the date first written above and so
long as Executive is employed by Employer and this Agreement is not terminated,
Executive shall be entitled to the following compensation and benefits:
(a) SALARY. Executive shall receive a notional annual salary from
Employer of $50,000. Salary shall be paid twice a month in equal installments on
or around the 15th day and the last day of the month in accordance with
Employers standard payroll practice. If any installment date is a day when the
offices of Employer will not ordinarily be open for business then the amount
payable on such day shall be paid on or around the last day preceding such day,
as the offices of Employer will ordinarily be open for business.
(b) On each anniversary of the Commencement Date during Executive's
employment hereunder or on the date that Executive's employment is terminated,
the number of days actually worked by Executive in the preceding year (or part
thereof) shall be calculated by the Employer.
(c) Executive shall be entitled to receive an additional US$1,000 for
each day worked (i) in excess of 50 days in that year if a complete year or,
(ii) where employment terminates during the year an additional US$1,000 for each
day worked in excess of 50 days per year prorated to the total period of the
employment for that year (the "Proportionate Number of Days").
(d) Where Executive has worked less than 50 days in the preceding year
or, where less than a year, has worked less than the Proportionate Number of
Days, the Executive shall be required to pay to Employer US$1,000 for each such
day less than 50 days or the Proportionate Number of Days as the case maybe.
(e) In calculating the Proportionate Number of Days the figure
calculated shall be rounded down to the nearest whole number.
(f) Payments due or due to be repaid to Employer by Executive in
accordance with the provisions of (b) to (d) above shall be paid or repaid as
soon as is reasonably practicable after the relevant anniversary of the
Commencement Date or after the employment termination date as the case may be.
(g) BENEFITS. During the Employment Period and any Subsequent
Employment Period, Executive shall be entitled to participate in and enjoy the
benefits of any health, life, disability, retirement, pension, profit-sharing,
group insurance, or other similar plan or plans which may be instituted by
Employer for the benefit of its senior executive employees generally, upon such
terms as may be therein provided. Employer will reimburse Executive for expenses
of medical, dental and vision insurance covering both Executive and dependents
until such date as Employer provides such coverage through an Employer plan.
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(h) Employer shall, as promptly as practicable and in any event no
later than thirty (30) days after the date hereof and continuing thereafter
during the Employment Period and any Subsequent Employment Period, procure and
maintain at its expense term insurance upon the life of the Executive of the
amount of $1,500,000 payable to such beneficiary or beneficiaries as the
Executive shall designate from time to time in writing to Employer and such
insurance carrier, and in the absence of such designation, to his estate.
(i) Employer shall reimburse Executive for expenses incurred relating
to legal and tax advice provided to Executive by a tax attorney or accountant
for the purposes of concluding on contracts and documents by and between
Employer and Executive.
(j) BONUS. In addition to Executives salary, Employer may grant to
Executive an annual bonus or bonuses as further compensation and in special
recognition of Executive's services to Employer. Any such bonus or bonuses may
be granted at the sole discretion of the Board and at such times and in such
manner as the Board may deem appropriate.
(k) STOCK OPTIONS GRANT. Promptly following the execution of this
Agreement and subject to the approval of the Board of Directors and the
stockholders of the Corporation the Corporation will grant Executive pursuant to
Corporation's 1999 Stock Incentive Plan (U.S.) or 1999 Stock Incentive Plan
(Non-U.S.) (the "Plans"), as applicable, a stock option (the "Option") to
purchase 175,000 shares of Corporation's Common Stock, subject to the terms and
conditions stated in the stock option agreement relating thereto at an exercise
price of $5.00 per share.
(l) VACATIONS. Executive shall be entitled to public holidays and shall
receive vacation in accordance with Employer's vacation policy for employees as
established by the President from time to time provided that in no event shall
Executive receive less than twenty (20) days (including public holidays) of paid
vacation annually, pro-rated to the number of days actually worked by Executive
in any calendar year. Subject to the preceding sentence, as a senior executive
of Employer, Executive shall be entitled to customary flexibility in using such
vacation time without strict regard to actual accrual of vacation. Vacation
entitlement in the year in which Executive's employment commences or terminates
shall be proportionate to the period of service during such year and Executive
shall be paid in lieu of any entitlement not taken at the date of termination,
any payment in excess of vacation accrued due being deducted from the final
payment of the base salary. Executive shall also be entitled to all additional
paid holidays given to Employer's senior executive officers.
(m) EXPENSES. In addition to the base salary provided in Section 3(a)
above, Executive shall be entitled to reimbursement for necessary and reasonable
business expenses properly incurred in connection with the performance of his
duties hereunder pursuant to procedures and policies adopted by the President.
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(n) OPTION TO PURCHASE COMMON SHARES. Employer intends to institute an
employee stock option plan. If Executive is granted participation in such plan,
any extinction of any rights or benefits under the plan by reason of any
transfer of her employment or its termination, howsoever arising, shall not form
part of any claim for damages for breach of this Employment Agreement or
compensation for unfair dismissal and the effect of any such transfer,
suspension or termination on Executive's rights or benefits under the plan shall
be determined in accordance with the rules, terms and conditions of the plan and
not in accordance with the provisions (other than this Clause) of this
Employment Agreement.
(o) Employer shall be entitled pursuant to Part II of the Employment
Rights Act 1996 (as amended), at any time during the employment and upon its
termination (howsoever arising), to deduct from salary or any other sums owing
to Executive under this Agreement, any sums owed by Executive to Employer.
(p) There is currently no pension scheme in force in relation to the
employment and similarly a contracting out certificate issued under Section 7 of
the Pension Schemes Act 1993 is not in force in relation to the employment.
4. OTHER OBLIGATIONS OF EMPLOYER. The Employer shall provide for Executive work
space, equipment and supplies generally reasonable and sufficient for
performance of the duties of Executive hereunder.
5. DUTIES. Executive shall be based at Employer's offices at 167 Wardour Street,
London or such other location as determined by Employer providing it is within
Greater London. Executive shall: (i) during business hours and such other hours
as may be necessary to perform his duties to the reasonable satisfaction of
Employer, faithfully devote full-time attention, skill and ability to discharge
his duties for 50 working days each year of the Employment Period or any
Subsequent Employment Period such days to be agreed in advance with the Board,
(ii) use best efforts to promote and protect the interests of Employer, (iii)
comply with all reasonable and lawful instructions that the Board give from time
to time consistent with Executive's position, and (iv) provide information and
assistance as reasonably requested by the Board.
6. TERMINATION AND SEVERANCE. Termination. Executive's employment hereunder may
be terminated prior to the expiration of the Employment Period or any Subsequent
Employment Period only as follows:
(a) Automatically in the event of the death of Executive;
(b) At the option of Employer, in the event of the Permanent Disability
(as defined below) of Executive, by not less than 13 weeks' written notice to
Executive or Executive's personal representative provided that Employer shall
not do so unless it has procured payments of benefits under Employer's permanent
health insurance scheme referred to in Clause 3(g) above for the period of
Permanent Disability or until such benefit would, apart from such termination,
have cease to be payable had the employment
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continued. As used herein, and subject to applicable law, the term "Permanent
Disability" shall mean a physical or mental incapacity or disability which
renders Executive unable substantially to render the services required hereunder
without a reasonable accommodation for a period of one hundred twenty (120)
consecutive days, as certified by either Executive's attending physician or a
licensed physician retained by Employer for the purposes of making such
determination;
(c) At the option of Employer, summarily by written notice to Executive
so that Executive shall have no claim for damages or otherwise against Employer
(but without prejudice to any other remedy or remedies which it may have against
Executive) upon the occurrence of any one or more of the following events:
(i) any action by Executive constituting malfeasance, fraud,
embezzlement or dishonesty in the course of Executive's employment
hereunder or any other action which seriously affects his ability to
discharge his duties as Chairman of Employer;
(ii) any conviction of any criminal offence or guilty plea
(other than an offence under road traffic legislation in the United
Kingdom for which a penalty other than imprisonment is imposed);
(iii) gross neglect or willful refusal by Executive to perform
Executive's duties hereunder for a period of ten (10) days following
notice thereof by Employer;
(iv) failure or refusal by Executive to comply with any valid
and legal directive of the Board consistent with Executive's position
hereunder;
(v) a breach by Executive of any material obligation under
this Agreement, if such breach is not curable or, if curable, is not
cured within thirty (30) days after written notice thereof by Employer
to Executive;
(vi) any action or conduct of Executive which brings the
reputation of Employer and/or any other company within the Group into
serious question or disrepute;
(vii) Executive becoming the subject of a bankruptcy order or
an interim order under the Insolvency Act 1986 or under Employer
Director's Disqualification Act 1986; or
(viii) Executive becoming a patient for the purposes of Part
VII of the Mental Health Act 1983.
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(d) At the option of Executive, by written notice to Employer at any
time upon the occurrence of any of the following events unless, in the case of
subsections (i) or (ii) the event occurs with Executive's express prior written
consent:
(i) Employer's assignment to Executive of any duties,
responsibilities or status with Employer that, when compared to
Executive's duties, responsibilities and status with Employer
immediately prior thereto, are degrading to Executive or inconsistent
with Executive's qualifications;
(ii) Executive's relocation other than in accordance with
Section 5 of this Agreement;
(iii) within one hundred twenty (120) days after the
occurrence of a material breach of any material obligation under this
Agreement by Employer if such breach is not curable or, if curable, is
not cured within ninety (90) days after written notice thereof by
Executive to Employer; or
(iv) within thirty (30) days if Employer shall have failed to
pay Executive the Salary in accordance with Section 3 and such failure
shall not have been cured within thirty (30) days of such failure.
(e) Employer may terminate this Agreement at any time without cause,
subject to Employer's obligations under Section 7(c).
7. SEVERANCE COMPENSATION UPON TERMINATION.
(a) In the event of Employer's termination of Executive's employment
hereunder prior to the expiration of the Employment Period or any Subsequent
Employment Period for any reason, Employer shall have no liability or obligation
to Executive other than as specifically set forth in this Section 7.
(b) Upon the termination by Employer of Executive's employment
hereunder pursuant to Section 6(a), 6(b), or 6(c), or the termination by
Executive of Executive's employment hereunder for any reason other than as set
forth in Section 6(d) or by expiry of the Employment Period or Subsequent
Employment Period, Executive shall not be entitled to severance compensation;
provided, however, Executive (or Executive's heirs or legal representatives)
shall be entitled to receive any and all other benefits to which Executive shall
be entitled pursuant to the terms of any employee benefit plans or other
agreements of Employer in which Executive is a participant or to which Executive
is a party.
(c) Upon the termination of Executive's employment hereunder either by
Employer for any reason other than by expiry of the Employment Period or any
Subsequent Employment Period or pursuant to Sections 6(a), 6(b) or 6(c),
including, without limitation, pursuant to Section 6(e), or by Executive
pursuant to Section 6(d), then the following shall apply as severance
compensation in lieu of any further notional
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salary payments to Executive and the continuation of any Company paid benefits
for periods subsequent to the date of the termination of Executive's employment
(the "Date of Termination") up to the end of the Employment Period or any
Subsequent Employment Period:
(i) Executive shall be entitled to receive a lump sum
severance payment equal to one and one half times Executive's salary in
effect on the Date of Termination;
(ii) Executive shall receive any accrued and unpaid vacation
pay or other benefits to which Executive has become entitled prior to
the Date of Termination; and
(iii) Executive shall receive any accrued and unpaid Bonus to
which Executive has become entitled to prior to the Date of
Termination.
(iv) all of Executive's stock options with respect to
Employer's stock shall become immediately and fully exercisable and
shall continue to be exercisable pursuant to their terms and the terms
of the applicable stock option plan.
(d) For the avoidance of doubt, if Executive is paid the severance
compensation provided for in this Section 7, he shall not be entitled to any
additional payment in respect of vacation which would otherwise have accrued
during the remaining period of the Employment Period or any subsequent
Employment Period.
(e) The severance compensation provided for in this Section 7 shall be
paid in a lump sum eight (8) days after Executive signs and returns to Employer
(i) a Confidential Severance Agreement in the form of Exhibit "A" hereto
("Severance Agreement"). In consideration of the payments provided for in this
Agreement, Executive expressly waives any rights under any formal or informal,
written or unwritten, severance policy, severance program or severance plan that
would otherwise provide benefits or payments to Executive because of Executive's
termination of employment with Employer and Executive agrees to accept the
severance compensation provided for in this Section 7 in full and final
settlement of any claim which he might otherwise have against Employer or the
Corporation in relation to his employment including any claim for unfair
dismissal and including any claim in relation to stock or stock option rights or
benefits (save any right of acceleration of exercise of an option pursuant to
the relevant stock option plan or agreement). Executive understands that all
payments made by Employer under this Agreement may be subject to deductions in
respect of income tax and national insurance contributions.
(f) Upon the termination of Executive's employment hereunder for any
reason, Executive shall immediately surrender to Employer all notes, data,
sketches, drawings, manuals, documents, records, data bases, programs,
blueprints, memoranda, specifications, customer lists, financial reports,
equipment and all other physical forms of expression incorporating or containing
any Confidential Information (as defined in
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Section 8 hereof), it being distinctly understood that all such writings,
physical forms of expression and other things are exclusive property of
Employer. Executive shall also, upon the request of Employer, immediately resign
from any offices or appointments held by her in or on behalf of Employer and any
other companies within the Group.
8. CONFIDENTIALITY.
(a) Executive acknowledges that as an employee of Employer he will
acquire information about the business and affairs of Employer, some of which
will include trade secrets, intellectual property and other confidential or
proprietary information ("Confidential Information") concerning Employer,
including but not limited to:
(i) services, products, processes, techniques, and operating
capabilities;
(ii) trade secrets and know-how;
(iii) financial, sales and marketing information;
(iv) customer names, addresses and contacts; and
(v) development(s) (as defined below).
(b) For the purpose of this Agreement, "Development" or "Developments"
includes without limitation all:
(i) trademarks, trade names, logos, design marks and other
proprietary marks; and
(ii) inventions, devices, discoveries, concepts, ideas,
formulae, know how, processes, techniques, systems, methods and any and
all improvements, enhancements and modifications thereto, whether
patented or not;
developed, created, generated, contributed to or produced by practice by
Executive alone or jointly with others during his contract with Employer and
which results from tasks assigned to Executive by Employer or which results from
the use of the premises or property (including equipment, supplies, or
Confidential Information) owned, leased, or licensed by Employer which
reasonably relates to the business.
(c) Executive acknowledges that the Confidential Information could be
used to the detriment of Employer. Accordingly, Executive agrees not to disclose
any Confidential Information to any third party other than:
(i) Confidential Information that is generally available to
the public at the time of such disclosure or use, other than by breach
of this Agreement;
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(ii) Confidential Information that is required to be disclosed
by law;
(iii) Confidential Information which may be disclosed with the
express written consent of the President; or
(iv) Confidential Information that is required to be disclosed
in the course of the contract for the purpose of better informing
Employer's other consultants, employees, suppliers, and customers of
the requirements and products of Employer on a need to know basis.
(d) Executive agrees that Executive will not acquire any right, title,
or interest in or to the Confidential Information, all of such right, title, and
interest being owned by Employer.
9. SICKNESS AND SICK PAY
(a) In the event of Executive suffering from prolonged or recurrent
illness or serious injury, Executive must at Employer's expense, if requested,
undergo a medical examination by a registered medical practitioner appointed by
Employer whose report will be given to the Board and may be used to assist
Employer in determining whether or not Executive's employment should be
terminated by reason of incapacity.
(b) Executive shall, subject to complying with Employer's rules
governing notification and evidence of absence by reason of Incapacity (where
"Incapacity" means sickness or injury rendering Executive incapable of
performing services in accordance with the provisions of this Agreement) for the
time being in force be entitled to payment of salary in respect of absence by
reason of Incapacity for up to an aggregate of 10 days in any period of 12
consecutive months.
10. COVENANT AGAINST COMPETITION; NON-SOLICITATION. Executive covenants and
agrees that:
(a) During the Non-Compete Period (as hereinafter defined), Executive
shall not, directly or indirectly, in any Geographic Area (as hereinafter
defined): (i) engage for Executive's own account in any business directly or
indirectly competitive with Employer Business (as hereinafter defined); (ii)
render any services in any capacity to any person or entity (other than Employer
or its Affiliates) engaged in any business directly or indirectly competitive
with Employer Business; or (iii) acquire an interest in any person or entity
engaged in any business directly or indirectly competitive with Employer
Business (other than Employer) as a partner, shareholder, director, officer,
employee, principal, manager, member, agent, trustee, consultant or in any other
relationship or capacity; provided, however, Executive may own, directly or
indirectly, solely as a passive investment, securities of any such entity which
are traded on any national securities exchange if Executive (A) is not a
controlling person of, or a member of a group which controls, such entity, and
(B) does not, directly or indirectly, own 1% or more of any class of securities
of such entity.
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(b) During the Non-Compete Period, Executive shall not, without the
prior written consent of Employer, directly or indirectly, knowingly solicit or
encourage any employee of Employer or any of its Affiliates to leave the
employment of Employer or any of its Affiliates, or solicit any customer, client
or account of Employer.
(c) During any portion of the Non-Compete Period during which Executive
is not employed by Employer, Executive shall not, in any Geographic Area,
directly or indirectly, knowingly solicit or encourage any customer or client of
Employer to engage the services of Executive or any person or entity (other than
Employer) in which Executive is a partner, shareholder, director, officer,
employee, principal, member, manager, agent, trustee, consultant or engaged in
any other relationship or capacity.
(d) If any provision of Section 8 or 9 (the "Restrictive Covenants")
are held to be unenforceable because of the scope, duration, area of its
applicability or otherwise, it is the intention of the parties that the court
making such determination shall modify such scope, duration or area, or all of
them, and that such provision shall then be applicable in such modified form.
Executive hereby waives any and all right to attack the validity of the
Restrictive Covenants on the grounds of breadth of their geographic scope or the
length of their term.
(e) As used herein:
(i) "Affiliate" shall mean any entity directly or indirectly
controlling, controlled by, or under common control with Employer and
any entity in which Employer is a general partner, member, manager or
holder of greater than a 10% common equity, partnership or membership
interest.
(ii) "Employer Business" shall mean the business of Employer
at the time a violation of this Section 9 is alleged to occur or, if
such alleged occurrence is after Executive's employment is terminated,
the business of Employer at the time such employment terminates.
(iii) "Geographic Area" shall mean the world.
(iv) "Non-Compete Period" shall mean the period during which
Executive is employed by Employer and for an additional period of one
year following the termination of Executive's employment with Employer.
11. DISCIPLINE AND GRIEVANCE
(a) If Executive shall have a grievance relating to his employment with
Employer or is dissatisfied with any disciplinary decision relating to him he
may apply to the President of Employer and his application will be dealt with by
the Board at a meeting at which Executive shall be entitled to be present.
Further details of Employer's
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grievance procedure which does not form part of Executive's contract of
employment, will be provided to Executive separately.
(b) A copy of Employer's disciplinary procedure will be provided to
Executive separately. The disciplinary procedure does not form part of
Executive's contract of employment with Employer.
(c) Employer may at any time, by written notice given by Employer,
suspend Executive on full remuneration for the purpose of investigating any
misconduct or neglect alleged against Executive for such period as may
reasonably be required (but not exceeding one month) and during any such period
Executive shall not, except with consent in writing of Employer, attend at the
premises of Employer or contact any other employee of Employer or any customer
or supplier of Employer at any time and for such period as Employer thinks fit.
12. GENERAL PROVISIONS.
(a) INTERPRETATION. For the purposes of this Agreement, except as
otherwise provided:
(i) "this Agreement" means this Agreement as it may from time
to time be supplemented or amended and in effect; and
(ii) the singular of any term includes the plural, and vice
versa, the use of any term is equally applicable to any gender and,
where applicable, a body corporate, the word "or" is not exclusive and
the word "including" is not limiting whether or not non-limiting
language (such as "without limitation" or "but not limited to" or words
of similar import) is used with reference thereto.
(b) NOTICES. All notices and other communications hereunder shall be in
writing and, unless otherwise provided herein, shall be deemed to have been duly
given if delivered, mailed or sent by facsimile:
(i) If to Employer at 167 Wardour Street, London, England,
W1V3TA
(ii) If to Executive at Old Peans Barns, Brightling Road,
Robertsbridge, East Sussex, TN32 5EJ
(c) ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the parties pertaining to the subject matter hereof, and no changes in,
additions to or modifications of this Agreement shall be valid unless set forth
in writing and signed by each of the parties.
(d) INDEMNIFICATION TO EXECUTIVE. Employer shall, to the maximum extent
permitted by law, indemnify the Executive against expenses (including reasonable
attorney's fees, judgments, fines, settlements and other amounts actually and
reasonably
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incurred) in connection with any proceedings arising by reason of the fact that
the Executive is or was an officer, consultant, representative, or agent of
Employer and was performing his duties in accordance with this Agreement or was
acting in accordance with the directions of the Board; provided however, that
Employer shall have no obligation to indemnify the Executive for such expenses,
judgments, fines, settlements or other amounts which are finally judicially
determined to have resulted from illegal, bad faith or knowingly fraudulent
conduct on the part of the Executive or the Executive's knowing and intentional
violation of third party rights. Employer shall advance to the Executive the
expenses incurred in defending any such proceedings to the maximum extent
provided by law; provided however, that the Executive is not entitled to
indemnification in accordance with the preceding sentence. Employer's
obligations under this Section shall not cease upon termination of this
Agreement.
(e) LEGAL FEES. In the event that any legal action is required to
enforce Executive's rights under this Agreement, Executive, if the prevailing
party, shall be entitled to recover from Employer any expenses for attorneys'
fees and disbursements reasonably incurred by Executive.
(e) SUPERCEDES PRIOR AGREEMENTS. This Agreement supercedes all prior
employment agreements, understandings, oral or written, between Employer, its
shareholders and Executive.
(f) GUARANTEE. In consideration of Executive entering into this
Agreement, the Corporation hereby undertakes, agrees and covenants with the
Executive that it will procure that Employer will in all respects observe,
perform and comply with the obligations as employer under this Agreement and
agrees to indemnify Executive against all loss, damage, cost and expenses
suffered or arising as a result of any failure by Employer to observe, perform
or comply with its obligations.
(g) CAPTIONS. The captions used in this Agreement are intended solely
for convenience of reference and shall not in any manner amplify, limit, modify
or otherwise be used in the construction or interpretation of any of the
provisions hereof.
(h) SEVERABILITY. If any term of this Agreement or any application
thereof shall be invalid, illegal or unenforceable in any respect, the validity,
legality, and enforceability of the remaining terms contained herein and any
other application of said terms shall not in any way be affected or impaired
thereby.
(i) APPLICABLE LAW. This Agreement shall be construed and enforced with
and governed by the laws of England and Wales and, for the benefit of Employer,
Executive hereby submits to the jurisdiction of the courts of England and Wales.
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IN WITNESS WHEREOF, the undersigned have executed this Agreement on the date
first written above.
SIGNED BY
----------------------------
for and on behalf of
InternetStudios.com, U.K. Ltd.
SIGNED BY
----------------------------
for and on behalf of
InternetStudios.com, Inc.
SIGNED BY
----------------------------
Robert Maclean
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EXHIBIT "A"
CONFIDENTIAL SEVERANCE AGREEMENT
This CONFIDENTIAL SEVERANCE AGREEMENT ("Agreement") is made in England
by and between _____________ ("Executive"), INTERNETSTUDIOS.COM U.K. LIMITED, a
company of 167 Wardour registered in England with registered number 3929288 (the
"Company") and INTERNETSTUDIOS.COM, INC., a Nevada corporation (the "
Corporation").
RECITALS
A. Executive has been employed by the Company.
B. The Company, the Corporation and Executive are parties to that certain
Service Agreement, dated ___________, 2000(the "Service Agreement").
Executive's employment with the Company has been terminated under
circumstances which entitle Executive to receive certain severance
compensation pursuant to Section 7 of the Service Agreement (the
"Severance Compensation").
C. Pursuant to Section 7(e) of the Service Agreement, payment of the
Severance Compensation is conditioned upon the execution of this
Agreement by Executive.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and the mutual
agreements, covenants, and provisions contained in this Agreement, the parties
agree and declare as follows:
1. TERMINATION OF EMPLOYMENT. Executive's employment with the Company
is terminated effective end of day, ________________. The parties acknowledge
and agree that Executive shall not be an employee of the Company after this
date, notwithstanding Executive's continued receipt of certain sums as described
in the Service Agreement.
2. WAIVER AND RELEASE OF CLAIMS. In consideration of the payment of the
Severance Compensation, Executive waives and releases all of Executive's
existing rights to, any relief of any kind from the Company, the Corporation,
their affiliates, subsidiaries, parent corporations, divisions, directors,
officers, shareholders, employees, agents, attorneys, successors, and assigns
(collectively, the "Employer"), including, without limitation, all claims,
demands, liabilities, obligations, causes, and causes of action of whatever kind
or nature, whether known or unknown, past or present, suspected or unsuspected,
including, without limitation, those that arise out of or that relate to:
Executive's employment with the Company; the termination of Executive's
employment with the Company; all statements or actions of the Employer; and,
other than claims with respect to the Severance Compensation, all claims for
wages, stock, stock options, or
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other rights with respect to equity securities of the Company, severance pay,
compensation, legal fees, liquidated damages, punitive damages, costs, expense
reimbursements, and disbursements (collectively "Claims").
3. MUTUAL CONFIDENTIALITY.
a. GENERAL STANDARD. The parties intend that the terms and
conditions upon which this matter has been settled, including the provisions of
this Agreement ("Confidential Information"), will be forever treated as
confidential. Executive and the Company will not disclose Confidential
Information to any person or entity at any time, except as provided herein.
b. EXCEPTIONS.
(1) It will not be a violation of this Agreement for Executive
to disclose Confidential Information to Executive's legal advisors , spouse,
accountants, or tax planners, provided that if Executive discloses Confidential
Information to any such person, Executive must simultaneously inform that person
that the person must keep the information strictly confidential and that the
person may not disclose the information to any other person without the advance
written consent of Executive and the Company. Any disclosure of Confidential
Information by any such person will be considered a disclosure by Executive.
(2) It will not be a violation of this Agreement for the
Company to disclose Confidential Information to its attorneys, auditors,
insurers, accountants, tax planners, or its affiliates, divisions, directors,
officers, shareholders, employees, representatives, other agents who have a
legitimate reason to obtain Confidential Information in the course of performing
their duties or responsibilities for the Company, others in connection with the
Company's business, as required by law, and to the extent the Company deems such
disclosure necessary or advisable in connection with it disclosures or reports
or under applicable securities laws, other laws, and accounting principles.
(3) It will not be a violation of this Agreement for a party
to give truthful testimony in response to direct questions asked pursuant to an
enforceable court order obtained after providing notice to the other party,
which order pays due regard to the concerns for confidentiality expressed by the
parties herein.
4. NON-DISPARAGEMENT. Executive and the Company will not disparage,
defame, or besmirch the reputation, character, image or services of the other or
of the Company's affiliates, divisions, parent corporations, directors,
officers, shareholders, employees or agents.
5. CLAIMS INVOLVING THE COMPANY. Executive will not recommend or
suggest to any potential claimants or plaintiffs or their attorneys or agents
that they initiate claims or lawsuits against the Company or any of its
affiliates, divisions, parent corporations,
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directors, officers, shareholders, employees, agents, successors, or assigns,
nor will Executive voluntarily aid, assist or cooperate with any such claims, or
lawsuits; provided, however, that this paragraph will not be construed to
prevent Executive from giving truthful testimony in response to direct questions
asked pursuant to a lawful subpoena during any future legal proceedings.
6. TIME TO CONSIDER AGREEMENT. Executive understands that Executive may
take twenty-one (21) calendar days to decide whether to sign this Agreement.
7. EXPIRATION OF OFFER. The Company's offer to Executive that is
reflected in this Agreement shall expire at 5:00 P.M. ON ____________, unless
Executive executes the Agreement and the Company receives it prior to that time,
or unless the Company revokes the offer prior to Executive's acceptance.
8. FULL COMPENSATION. The payments made and the other consideration
provided under the Service Agreement constitute full compensation for and
extinguish all of Executive's Claims including, but not limited to, all Claims
for legal fees, costs, and disbursements, and all Claims for any type of legal
or equitable relief. Executive acknowledges that Executive has been paid all
wages and other compensation to which he or she was or is entitled to.
9. RETURN OF COMPANY PROPERTY. Executive agrees to promptly return to
the Company all property that belongs to the Company, including without
limitation all equipment, supplies, documents, files, computer disks, and
Executive agrees to remove from any personal computer all data files containing
Company information and return to the Company.
10. CONFIDENTIALITY AGREEMENT. Executive hereby reaffirms Executive's
obligations and commitments contained in the Service Agreement and any
Employment Agreement and Invention and Non-Disclosure Agreements that Executive
executed.
11. NO ADMISSION OF WRONGDOING. This Agreement does not constitute an
admission that any person or entity violated any law, or that any person or
entity engaged in any improper or unlawful conduct or wrongdoing. Executive will
not characterize this Agreement or the payment of any money or other
consideration in accord with the Service Agreement as an admission or indication
that any person or entity engaged in any improper or unlawful conduct or
wrongdoing.
12. ACKNOWLEDGMENT OF UNDERSTANDING. Executive acknowledges that the
Company has advised Executive to consult with Executive's legal advisors prior
to executing this Agreement. Executive further acknowledges that Executive has
had a full opportunity to consider this Agreement, that Executive has had a full
opportunity to ask any questions that Executive may have concerning this
Agreement, and that in deciding whether to sign this Agreement, Executive has
not relied upon any statements made by the Company or its legal advisors, other
than the statements made in this Agreement. Executive further acknowledges that
Executive has read and understands the contents of
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this Agreement and that Executive executes this Agreement knowingly and
voluntarily and with the opportunity to obtain independent legal advice of
Executive's own choice.
13. AUTHORITY. Executive represents and warrants that Executive has the
authority to enter into this Agreement, and that Executive has not assigned any
Claims to any person or entity.
14. INVALIDITY. In the event that a court of competent jurisdiction
determines that any provision of this Agreement is invalid, illegal, or
unenforceable in any respect, such a determination will not affect the validity,
legality, or enforceability of the remaining provisions of this Agreement, and
the remaining provisions of this Agreement will continue to be valid and
enforceable.
15. SUCCESSORS AND ASSIGNS. This Agreement will be binding upon and
inure to the benefit of the parties and their respective heirs, representatives,
successors, and assigns.
16. ENTIRE AGREEMENT. This Agreement and the Service Agreement
represent the entire agreement of the parties with respect to their subject
matters, and this Agreement and the Service Agreement supersede any agreement(s)
previously entered into with respect to the subject matters hereof and thereof,
except where expressly specified herein or therein. Neither party has made any
representations, warranties, inducements or oral agreements except as expressly
set forth herein and therein. The parties may not change, modify, or rescind
this Agreement except in a writing, signed by both parties. Any attempt at oral
modification of this Agreement shall be void and of no effect.
17. HEADINGS. The descriptive headings of the paragraphs and
subparagraphs of this Agreement are intended for convenience only, and do not
constitute parts of this Agreement.
18. COUNTERPARTS. This Agreement may be executed simultaneously in two
or more counterparts, each of which will be deemed an original, but all of which
together will constitute one and the same instrument.
19. GOVERNING LAW. This Agreement will be construed in accord with, and
any dispute or controversy arising from any breach of this Agreement will be
governed by, the laws of England and Wales. In the event of any judicial
proceeding to enforce any provision of this Agreement, the prevailing party
shall recover its reasonable legal fees, expenses, and cost of investigation.
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IN WITNESS WHEREOF, the parties have executed this Agreement on the dates
indicated at their respective signatures below.
DATED this __________ day of, _____ 20[ ]. EXECUTIVE
------------------------------
DATED this __________ day of, ______ 20[ ] INTERNETSTUDIOS.COM,
U.K. LTD
By:
----------------------------
Its:
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DATED this __________ day of, ______ 20[ ] INTERNETSTUDIOS.COM, INC.
By:
----------------------------
Its:
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