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Exhibit 10.13
EMPLOYMENT AGREEMENT
This Employment Agreement ("Agreement") is entered into as of this 1st day of
October, 1999 and by Dandelion Distribution Limited (or any successor entity)
(the "Company"), a wholly owned subsidiary of Team Communications Group, Inc.
("Team") and ▇▇▇▇ ▇▇▇▇▇▇ of Highcroft, ▇▇▇▇▇▇▇ Road, Chipperfield, Herts (the
"Executive"), in connection with the Company's engagement of the Executive's
personal services as Managing Director of the Company.
1. EMPLOYMENT: DUTIES AND ACCEPTANCE
(a) Employment by the Company
The Company hereby engages the Executive and the Executive hereby agrees
to provide to the Company services as Managing Director of the Company.
In such capacity the Executive will report to, and serve under the
direction of the Board of Directors of the Company ("Board") and will be
subject to the supervision of the Chief Executive Officer and Chief
Operating Officer of Team.
(b) Duties; Executive Committee
The Executive shall be primarily responsible for the acquisition and
exploitation of film and television properties in the United Kingdom,
including identifying production or acquisition opportunities, and
implementing such strategies as are applicable to assist the Company in
maximising its operational cash flow and profitability. The Executive,
as a member of senior management of the Company shall participate in
formulating the Company's long term strategy, and assisting Team in
implementing its operations in Europe.
(c) Location of Employment
The Executive shall render his services in London. The Executive need
not render his duties away from the Company's office (in England) other
than for customary trade shows and sales trips, as well as periodic
trips to the Company's main office in Los Angeles, California. The
Company may not relocate the Executive for the term of the agreement
without the Executive's consent in writing.
(d) Hours of Employment
There are no normal hours of work applicable to the Executive but he
shall conform to such hours of work as may reasonably be required of him
and in any event he shall work such hours as may be necessary for the
proper performance of his duties. The Executive shall not be entitled to
receive any additional remuneration for work outside his normal hours
nor for work related to any subsidiary of the Company.
(e) Working Time Regulations 1998
The Executive agrees that the time limits specified in Regulation 4(1)
of the Working Time Regulations 1998 shall not apply to his employment.
The agreement contained in this Clause 1(e) shall be terminable on three
months' notice.
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(f) Duties
(i) During the continuance of this Agreement the Executive shall
(unless prevented by mental or physical incapacity or with the
written consent of the Board) give substantially the whole of his
time, abilities and attention to the businesses of the Company and
any subsidiary of the Company and shall not undertake any other
activity or interest (whether of a business nature or otherwise)
which may in the opinion of the Board interfere with the
performance of his duties hereunder and shall not without the
written consent of the Board be directly or indirectly engaged,
concerned or interested in any other trade, profession or business
(except as the owner for investment only of not more than 5 per
cent in nominal value of any class of shares or other securities
listed or dealt in on any recognised investment exchange.).
(ii) It is agreed that the Executive shall continue his directorships of
Leisureview Limited, String of Pearls plc, String of Pearls 2 plc
and Renown Pictures Limited provided that such directorships do not
interfere with the proper performance of his duties under this
Agreement.
2. TERM
(a) Commencement and Duration
The term of the Executive's employment hereunder shall be for a period
of three (3) years commencing as of the date hereof (the "Term") unless
sooner terminated pursuant to Section 7 hereof ("Termination Sections").
(b) Continuous Employment
For the purpose of the Employment Rights ▇▇▇ ▇▇▇▇, the date on which the
Executive's continuous period of service began was 6th October 1983. No
employment of the Executive prior to such date shall be treated as part
of his continuous period of employment by the Company.
3. COMPENSATION AND BENEFITS
(a) Base Compensation
Commencing on the first date of employment of the Executive pursuant to
this Agreement and continuing throughout the Term, the Executive shall
be compensated at the rate of Pound Sterling 140,000.
(b) Provisions for Payment
The Executive's compensation shall be payable, at the Base Rate in
twenty-six (26) bi-weekly payments per year. Such salary shall be less
such deductions as shall be required to be withheld by applicable law
and regulations and shall be pro-rated for any period that does not
constitute a full twelve (12) month period.
(c) Bonus
Beginning in the fiscal year beginning January 1, 2000, the Employee
shall be eligible to participate in all bonus and profit sharing plans
as may be adopted by the Company from time to time for any of its senior
executives.
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(d) Contracting out Certificate
There is no contracting out certificate in force under the ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ in respect of this employment.
4. PARTICIPATION IN EXECUTIVE BENEFIT PLANS
(a) Fringe Benefits
The Executive shall be permitted during the Term to participate in any
group life, medical, hospitalisation, dental and disability plans, to
the extent that the Executive is eligible under the provisions of such
plans, and such other fringe benefits as are maintained by the Company
for the President and Chief Executive Officer of the Company during the
Term hereof, each in accordance with the terms and conditions of such
plans (collectively referred to herein as "Fringe Benefits"). Annexed
hereto as Exhibit A is a schedule outlining the present coverage
provided and to be provided to the Executive.
(b) Vacation Policy
The Executive shall have the right during each year of the Term to take
an aggregate of four weeks of paid vacation at such time as may be
mutually agreed by the Company and the Executive. Notwithstanding
anything in any Company manual or policy to the contrary, any unused
vacation shall not accumulate and the Company will not reimburse the
Executive for such time at the conclusion of the Term.
(c) Expenses
On a monthly basis, the Company will reimburse the Executive for actual
and reasonably necessary, in the Executive's discretion, travel and
accommodation costs, entertainment and other business expenses incurred
as a necessary part of discharging the Executive's duties hereunder,
subject to subsequent receipt of reasonable and appropriate
documentation by the Company. If the Executive shall undertake any
travel on behalf of the Company, the Executive shall be furnished with
coach air travel for himself and access to upgrade coupons (and if such
coupons are not available, business class tickets for travel over three
hours), and living accommodations and expenses including accommodations
in hotels suitable for business travellers (e.g. Hilton, Marriott,
Hyatt, Double Tree hotels).
5. OPTIONS
(a) Grant
Contemporaneous with the execution hereof, the Employee will be granted
options to acquire seventy-five thousand (75,000) shares of Team's
Common Stock, such options to have an exercise price equal to the
average bid and asked price of Team's common stock as quoted on the
NASDAQ Small Market (the "Options"). The options will be issued pursuant
to a standard employee stock option plan, and the options will be
subject to dilution upon the issuance of additional shares of common
stock pursuant to customary dilution provisions.
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(b) Vesting
The Options shall vest one-third (1/3) after the end of the first year
of employment, one-third (1/3) after the second year of employment, and
the remaining options at the end of the third year of employment. All
options will expire 90 days after the termination of the Executive's
employment with the Company.
(c) If, in the event of a merger or consolidation, the Company is not the
surviving corporation, and in the event that the agreements governing
such merger or consolidation do not provide for the substitution of new
options or other rights in lieu of the Options granted hereunder, or for
the express assumption of such outstanding Options by the surviving
corporation, or in the event of the dissolution or liquidation of the
Company, the Executive shall have the right of not less than five (5)
days prior to the record date for the determination of shareholders
entitled to participate in such merger, consolidation, dissolution or
liquidation, to exercise the Options, in whole or in part, without
regard to any vesting provisions that may be a part of the terms and
conditions of the Options; provided, that any conditions precedent to
such exercise set forth in this Agreement, other than the passage of
time, have been satisfied.
6. CERTAIN COVENANTS OF EXECUTIVE
Without in any way limiting or waiving any right or remedy accorded to
Company or any limitation placed upon Executive by law, Executive agrees
as follows:
(a) Confidential Information
The Executive agrees that, neither during the Term nor at any time
thereafter shall the Executive (i) disclose to any persons, firm or
corporation not employed by the Company or its affiliates or
subsidiaries (a "Protected Company") or not engaged to render services
to any Protected Company or (ii) use for the benefit of himself, or
others, any confidential information of any Protected Company obtained
by the Executive prior to the execution of this Agreement, during the
Term or any time thereafter, including, without limitation, "know-how",
trade secrets, details of supplier's, manufacturer's or distributor's
contracts, pricing policies, financial data, operational methods,
marketing and sales information or strategies, product development
techniques or plans or any strategies relating thereto, technical
processes, designs and design projects, and other proprietary
information of any Protected Company; provided, however, that this
provision shall not preclude the Executive from (x) upon advice of
counsel, making any disclosure required by any applicable law or (y)
using or disclosing information known generally to the public (other
than information known generally to the public as a result of any
violation of this Section 6(a) by or on behalf of the Executive.
(b) Property of Company
Any interest in trade marks, service marks, copyright applications,
patents, patent applications, slogans, developments and processes which
the Executive, during the Term, may develop relating to the Business of
the Company in which the Company may then be engaged and any memoranda,
notes, lists, records and other documents (and all copies thereof) made
or complied by the Executive or made available to the Executive
concerning the business of any Protected Company shall belong and remain
in the possession of any Protected Company, and shall be delivered to
the
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Company promptly upon the termination of the Executive's employment with
the Company or at any other time on request.
7. TERMINATION
(a) Termination Upon Death or Disability
If during the Term, the Executive should (i) die or (ii) become so
physically or mentally disabled whether totally or partially, that the
Executive is unable to perform the duties, functions and
responsibilities required hereunder for (aa) a period of three (3)
consecutive months or (bb) shorter periods aggregating to four (4)
months within any period of twelve (12) months ("Disability"), then in
such event, the Company may, at any time thereafter, by 30 days written
notice to the Executive, terminate the Executive's employment hereunder.
The Executive agrees to submit to reasonable medical examinations upon
the reasonable request of Company. The existence of the Executive's
disability for the purposes of this Agreement shall be determined by a
reputable physician selected by the Company who is experienced in the
relevant field of medicine. If the Executive's services are terminated,
as aforesaid the Executive or the designated beneficiary of the
Executive, shall be entitled to receive the Executive's salary, accruing
at the Base Rate and the accrued share of any bonus for that Fiscal Year
(if any such plan shall have been adopted) earned through the date of
the Executive's termination.
(b) By Resignation or By Company for Cause
If the Executive's employment with the Company terminates due to his
voluntary resignation, or if the Company terminates the Executive's
employment due to Cause (as defined below), the Company shall pay the
Executive all accrued Base Compensation (with no Bonus for the year in
which the termination of employment took place) but no other
compensation or reimbursement of any kind, including without limitation,
severance compensation or the vesting of any unvested Stock Options, and
thereafter the Company's obligations hereunder shall terminate. Cause
means:
(i) if the Executive shall be guilty of gross misconduct or shall
commit a wilful breach of or shall wilfully fail to perform his
duties under this Agreement;
(ii) if the Executive shall have been guilty of any criminal offence
involving dishonesty or of conduct tending to bring himself or the
Company or any subsidiary of the Company into disrepute;
(iii) if the Executive shall have become bankrupt or compounded his
creditors generally;
(iv) if a disqualification order is made against the Executive under
the Company Director's Disqualification ▇▇▇ ▇▇▇▇;
(v) if the Executive becomes a patient under the Mental Health ▇▇▇
▇▇▇▇.
(c) Automatic Termination
This Agreement shall terminate automatically once the Executive reaches
the normal retirement age of the Company as may be fixed by the Board
from time to time.
(d) Suspension
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If the Company has any grounds to believe it may have a right to
terminate the Executive's employment pursuant to Clause 7(b) hereof, it
shall be entitled (but without prejudice to its right subsequently to
terminate the Executive's employment on the same or any other ground) to
suspend the Executive for a period of up to one month on full pay during
the period of any enquiry or investigation into the circumstances giving
rise to such belief. The Company may, if it has reasonable grounds for
doing so, extend the one month period referred to above provided that
any payment to the Executive during this extended period shall be full
pay in accordance with the terms of this Agreement.
(e) Exclusion from Work
Without prejudice to the rights of the parties hereunder, the Company
shall have the right at any time after either party has given notice to
the other of termination of this Agreement in terms of Clause 2 hereof
until such termination to require the Executive not to attend at any
place of work and to exclude him from any premises of the Company or any
subsidiary of the Company and the Company shall be under no obligation
to vest in or assign to the Executive any powers or duties or to provide
any work for the Executive and shall have the right to suspend him from
performance of any or all obligations hereunder (provided that the
rights of the Company pursuant to this Clause 7(e) shall not be
exercised for a period exceeding twelve months in aggregate).
(f) Return of Company Equipment
All keys, equipment, memoranda, notes, records, reports, drawings or
other documents, and all specimens, models and samples made, executed or
acquired by the Executive in the course of his employment shall be the
property of the Company and shall be surrendered to the Company on
termination of his employment.
8. CONSEQUENCE OF TERMINATION
(a) Resignation as Director
Upon the termination of the employment of the Executive under this
Agreement for whatever reason, Executive shall upon the request of the
Company resign without claim for compensation from office as a Director
of the Company or any subsidiary of the Company and from all offices
held by him in any Company or any subsidiary of the Company and in the
event of his failure to do so the Company is hereby irrevocably
authorised to appoint some person in his name and on his behalf to
execute any documents and to do all things requisite to give effect
thereto. Any resignation pursuant to this Clause 8(a) shall be without
prejudice to any claim for breach of this Agreement but the Executive
shall not be entitled to any damages or compensation by reason of the
termination of his employment as a Director of any Company or any
subsidiary of the Company following on termination of this Agreement.
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(b) Continuation of Agreement
Notwithstanding any actual or purported termination or expiration of
this Agreement, the provisions of Clauses 6 and 8 and hereof shall
continue in full force and this Agreement shall be construed
accordingly.
9. GRIEVANCE AND DISCIPLINARY PROCEDURE
(a) Reference to Board
The Executive shall refer any grievance about his employment under this
Agreement to the Chairman of Board by given written notice and the
reference will be dealt with by a majority present at the next full
Board Meeting whose decision shall be final.
(b) Disciplinary Rules
The disciplinary rules relating to the Executive are such rules as the
Board shall determine from time to time and notice thereof in writing
shall be supplied to the Executive.
(c) Appeal
In the event of the Executive being dissatisfied with any disciplinary
decision relating to him, he may refer it to the Board and such
reference will be dealt with by the majority present at the relevant
Board Meeting whose decision shall be final.
10. EXECUTIVE'S REPRESENTATIONS AND WARRANTIES
(a) Right to Enter into Agreement
The Executive has the unfettered right to enter into this entire
Agreement on all of the terms, covenants and conditions hereof, and the
Executive has not done or permitted to be done anything which may
curtail or impair any of the rights granted to the Company herein.
(b) Breach Under Other Agreement or Arrangement
Neither the execution and delivery of this Agreement nor the performance
by the Executive of any of his obligations hereunder will constitute a
violation or breach of, or a default under, any agreement, arrangement
or understanding, or any other restriction of any kind, to which the
Executive is a part or by which the Executive is bound.
(c) Services Rendered Deemed Special, etc.
The Executive acknowledges and agrees that the services to be rendered
by him hereunder are of a special, unique, extraordinary and
intellectual character which gives them peculiar value, the loss of
which cannot be adequately compensated for in an action at law and that
a breach of any term, condition or covenant hereof will cause
irreparable harm and injury to the Company and in addition to any other
available remedy the Company will be entitled to seek injunctive relief.
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11. MISCELLANEOUS
(a) Collective Agreements
No collective agreements directly affect the terms and conditions of the
Executive's employment hereunder.
(b) Health and Safety Rules
The Executive must comply with the Company's health and safety rules
from time to time in force.
(c) Variation
No variation of this Agreement shall be made unless made in writing and
signed on behalf of the Company and by the Executive.
(d) English Law
The Agreement shall be governed by and construed in accordance with
English law and the parties hereby submit to the non-exclusive
jurisdiction of the Courts of England and Wales.
12. USE OF NAME
The Company shall have the right during the Term hereof to use the
Executive's name, biography and approved likenesses in connection with
the Company's business, including advertising their products and
services; and the Company may grant such rights to others, but not for
use as a direct endorsement.
13. NOTICES
Any notice, consent or other communication under this Agreement shall be
in writing and shall be delivered personally, telexed, sent by facsimile
transmission or overnight courier (regularly providing proof of
delivery) or sent by registered, certified or express mail and shall be
deemed given when so delivered personally, telexed, sent by facsimile
transmission or overnight courier, or if mailed two (2) days after the
date of deposit in the United States or Canada mail as follows: to the
parties at the following addresses (or at such other address as a party
may specify by notice in accordance with the provisions hereof to the
other):
To Company: Team Dandelion
c/o Team Communications Group, Inc.
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇.
▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Chief Executive Officer
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Facsimile: 310\442-3501
To Executive: Address as written above.
14. COMPLETE AGREEMENT; MODIFICATION AND TERMINATION
This Agreement contains a complete statement of all the arrangements
between the parties with respect to the Executive's employment by the
Company, supersedes all existing agreements between them concerning the
Executive's employment. This Agreement may be amended, modified,
superseded or cancelled, and the terms and conditions hereof may be
waived, only by a written instrument signed by the parties or, in the
case of a waiver, by the party waiving compliance. No delay on the part
of any party in exercising any right or remedy hereunder shall operate
as a waiver thereof, nor shall any waiver on the part of any party of
any such right or remedy, nor any single or partial exercise of any such
right or remedy preclude any other or further exercise thereof or the
exercise of any other right or remedy.
15. NO LIABILITY TO SHAREHOLDERS
This Agreement is expressly between the Executive and the Company, and
nothing herein shall be deemed to infer or imply that the Executive has
any rights against any shareholder or officer of the Company, or that
any such shareholder has any obligations to the Executive, all of such
rights or obligations, if any, being expressly waived hereunder. For the
avoidance of doubt, the Executive shall have no right to institute an
action against any shareholder for any breach of any of the agreements
hereunder or under any claims of alter ego or breach of any corporate
veil.
16. RESTRICTIVE COVENANT
(a) The Executive, in consideration of and as a condition of the Company
entering into this Agreement, undertakes with the Company (both for
itself and as trustee for any subsidiary) that he will not and, in the
case of sub-clauses (ii), (iii) and (iv) below, will procure that any
body corporate of which he has for the time being control and/or any
partnership and/or business in which he may be engaged will not,
directly or indirectly:
(i) within the United Kingdom be employed by, concerned or interested
in, or provide technical or commercial advice to any business
which supplies goods or services of a type similar to the goods or
services supplied by any Group Company for a period of 6 months
after the termination of his employment by the Company;
(ii) for a period of 6 months after the termination of his employment
by the Company, supply or seek to supply, to a client or
prospective client, goods
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or services of a type similar to the goods or services supplied by
any Group Company within the 12 month period prior to the
termination of his employment by the Company;
(iii) for a period of 6 months after the termination of his employment
by the Company, induce or endeavour to induce a client or
prospective client not to enter into any contract or arrangement
with any Group Company for the supply of goods or services by any
Group Company of a type similar to any supplied by any Group
Company within the 12 month period prior to the termination of his
employment by the Company;
(iv) for a period of 12 months after the termination of his employment
by the Company, solicit or entice away or endeavour to solicit or
entice away from any Group Company any director and/or senior
employee of any Group Company who was such a director or senior
employee prior to the termination of the Executive's employment.
and that these restrictions shall apply howsoever his employment with
the Company is terminated.
(b) After the termination of the Executive's employment for whatever
reason or, if later, the date of his ceasing to be a director of
Company, the Executive will not without the written approval of the
Board represent himself or permit himself to be held out as being in any
way connected with or interested in the business of the Company and
after that termination he will not without the written approval of the
board of directors of the Company concerned represent himself or permit
himself to be held out as being in any way connected with the business
of any other Group Company except if and for so long as he remains a
director or an employee of that Group Company.
(c) The following expressions shall have the following meanings for the
purposes of this Clause 16:-
"client" any person to whom the Executive or any employee
of any Group Company reporting directly to the
Executive supplied services or goods on behalf of
any Group Company at any time during the period
of one year prior to the termination of the
Executive's employment with the Company;
"Group Company" means the Company and any parent undertaking or
subsidiary undertaking of the Company as defined
in Section 262 of the Companies ▇▇▇ ▇▇▇▇;
"prospective client" any person to whom the Executive or any employee
of any Group Company reporting directly to the
Executive was actively seeking to supply services
or goods on behalf of any Group Company at any
time during the period of six months prior to the
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termination of the Executive's employment with
the Company;
"seek" shall where the context so admits extend to the
expression "solicit canvass or otherwise approach
with a view to the supply of".
(d) In this Clause references to acting directly or indirectly include
(without prejudice to the generality of that expression) references to
acting alone or jointly with or on behalf of or by means of any other
person.
(e) The Executive acknowledges that each of the restrictions in this Clause
16 hereof constitutes an entirely separate and independent restriction
on him and is no greater than is necessary to protect the legitimate
business interests (including business connections) of the Company and
any Group Company and the parties consider the restrictions to be
reasonable in all the circumstances. If any such restriction shall be
held by any Court to be void as going beyond what is reasonable in all
the circumstances for the protection of the interests of the Company the
said restrictions shall apply with such modifications as may be
necessary to render them valid and effective.
(f) If the Company exercises its right to suspend the Executive's duties for
a period of up to one month under Clause 7(d) hereof during any period
after notice of termination of employment has been given by the Company
or the Executive, the aggregate of the period of the suspension and the
period after the termination of employment for which the covenants in
this Clause 16 hereof shall apply shall not exceed the period relevant
to each restriction as specified in each sub-clause of this Clause 16
hereof (each the "Relevant Period") and, if the aggregate of the two
periods would exceed the Relevant Period, the period after termination
of employment for which the covenants in Clause 16 hereof shall apply
shall be reduced accordingly.
(g) The Executive agrees to bring the terms of this Clause 16 to the
attention of any third party proposing to employ, appoint or engage him,
before entering into the related contract with that third party.
(h) Notwithstanding anything contained in this Clause 16 the Executive shall
not be prevented from fulfilling existing obligations under contracts
with Leisureview Limited, String of Pearls plc, String of Pearls 2 plc
and Renown Pictures Limited or as a director of such companies named
herein but only for such time as the nature and scope of such companies
are conducted as at present.
17. HEADINGS
The headings in this Agreement are solely for convenience of reference
and shall not affect its interpretation.
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WHEREFORE, the parties hereto have executed this Agreement as of the 1st day of
October 1999
Signed by a director for and on behalf of
Dandelion Distribution Limited
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Director
AGREED TO AND ACCEPTED:
/s/ ▇▇▇▇ ▇▇▇▇▇▇
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