EMPLOYMENT AGREEMENT
--------------------
EMPLOYMENT AGREEMENT ("Agreement") made and entered into as of the 23rd
day of March, 2004 by and between TriMedia Entertainment Group Inc., a. Delaware
corporation ("Company"), and ▇▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇▇ ("Executive").
WHEREAS, COMPANY desires to employ Executive as its President and Chief
Executive Officer of European operations and Executive desires to be employed by
Company, upon the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth and the mutual benefits to be derived herefrom, and intending to be
legally bound hereby, the Company and The Executive agree as follows:
1. EMPLOYMENT AND TERM. Company hereby employs Executive and Executive
hereby accepts employment for a term commencing on April 12, 2004 ("Commencement
Date") and continuing until April 12, 2006; unless sooner terminated as provided
for in this Agreement. Company and Executive have the option to renegotiate this
Agreement in good faith beyond the two-year period. Executive hereby warrants
and represents to Company that he is free to enter into this Agreement and is
not a party to any agreement, written or otherwise, or bound by any
restrictions, which limit or restrict him from entering into this Agreement or
performing the services, duties and responsibilities called for hereunder. The
Executive shall be retained as a consultant to the Company for a limited period
prior to the Commencement Date pursuant to agreement between the parties.
2. DUTIES.
2.1 Executive shall perform the duties of the President of the
Company and Chief Executive Officer of European Operations and within reason
such additional executive duties of Company and its affiliates as may be, from
time to time, requested of him by the Company's Board of Directors. As President
of the Company, the Executive shall report to the CEO and Chairman of the
Company and the Company Board of Directors.
2.1.1 The duties as Chief Executive Officer of the Company shall
include but not be limited to (i) having general and active management of the
business of the Company (ii) seeing that all orders and resolutions of the Board
are carried into effect, subject however, to the right of the directors to
delegate any specific powers, except such as may be by statute exclusively
conferred on any other officer or officers of the Company (iii) executing bonds,
mortgages and other contracts requiring a seal, under the seal of the Company
(iv) be Ex-Offico a member of all committees (v) have the general powers and
duties of supervision and management usually vested in the office of President
of a Company (vi) assist the Board of Directors, CEO and Chairman in formulating
the business plan, goals and objectives for the Company's future growth.
2.2 Executive shall devote his full professional time and best
efforts to the performance of his duties and responsibilities hereunder to
advance the interests of the Company and shall not during the term of this
Agreement (as defined in Section 1 hereof) be employed, involved or otherwise
engaged in, either directly or indirectly, any other employment for gain, profit
or other pecuniary advantage, without prior written consent of Company. At no
time shall Executive engage in any activity that conflicts with the business of
the Company or its affiliates. Nothing set forth in this section 2.2 shall be
construed to prevent Executive from (i) acting as a member of Board of Trustees
or a member of Board of Directors of any other corporation, or as a member of
the Board of Trustees of any organization or entity which is not a competitor of
the Company or (ii) devoting of such of Executive's time and attention to
philanthropic, charitable, civic, community or other activities or endeavors as
Executive shall reasonably determine but only to the extent that Executive's
pursuance of any activities or endeavors described in subparagraph (i) and (ii)
above does not materially and adversely effect the Executive's ability to
perform and discharge Executive's duties and objectives to the Company
hereunder.
Notwithstanding anything contained herein, the Company acknowledges
Executive's position as Managing Director of Grosvenor Park Media Ltd. and his
duties in such capacity which include management of film production, finance and
legal affairs for Grosvenor Park Media Ltd. Executive shall be permitted to
continue in such capacity during the term of this agreement provided he can
sufficiently perform his duties and responsibilities as reflected in this
Agreement.
2.3 Except for required travel on Company business or unless Company
agrees otherwise, Executive shall perform his duties and responsibilities at the
Company's principal executive offices located in the greater London area. The
Company shall furnish Executive with office space, parking, secretarial
assistance, personal computer, and such other facilities and services as shall
be suitable to Executive's position and adequate for the performance of his
duties hereunder. Company shall pay for all usage, maintenance, and reasonable
upgrades of such equipment mentioned in this Section. In furtherance thereof,
the Company agrees to fund an initial annual operating budget of (pound)200,000
for the Company's European headquarters to be established in London, including
rent, staff and related support services which Executive shall arrange to make
available. Executive shall arrange for a budget to be submitted and approved
with monthly disbursements of the related expenses. This budget will be reviewed
and approved by the Company's Board of Directors on an annual basis.
2.4 Within 30 days of commencement of the Executive's employment
with the Company, the Company shall submit Executive's name for consideration to
be appointed to the Board of Directors of the Company; and support Executive's
nomination for a Board of Directors position at the next scheduled annual
meeting of Company shareholders.
3. COMPENSATION.
3.1 For all duties and responsibilities to be performed and/or
assumed by Executive hereunder, Executive shall be entitled to receive an annual
salary as set forth below ("Base Salary"). The Base Salary, less any sums
required to be withheld by law, shall be payable in equal monthly installments
or such other more frequent regular installments as the Company may, from time
to time, determine. For purposes hereof Base Salary shall be:
3.1.1 For the twelve-month period commencing with the
Commencement Date as outlined in paragraph 1 hereof, the Base Salary shall be
Three Hundred Thousand Sterling((pound)300,000).
3.2 Company shall provide to Executive an annual bonus as an
incentive to meet certain performance objectives and milestones. The Board of
Directors shall determine the bonus amount at the conclusion of each of the
Company's fiscal years during the term of this Agreement, and payable 90 days
thereafter. The bonus can take the form of cash, grants of the Company's common
stock, and/or grants of options to purchase shares of the Company's common
stock,
4. FRINGE BENEFITS. Company shall pay for and/or provide for the
Executive's participation with the following benefits:
4.1 Executive shall be entitled to six (6) weeks paid vacation
during each full calendar year of this Agreement to be used at the Executives
discretion. Vacation time shall accrue on a pro-rata basis during each year of
this Agreement. Any unused vacation shall not be cumulative from year to year
unless otherwise agreed upon by the parties.
4.1.1 Executive shall be entitled to paid time off for all
Company Holidays. Such time shall be taken on all Holidays on
which the Company's United Kingdom office is closed due to a
Holiday.
4.1.2 Executive shall be entitled to take a reasonable amount of
paid time off for sick days.
4.2 The Executive and his immediate family shall be entitled to
participate in the Company benefits program when available, which will include
medical insurance. In addition, the Executive shall participate in the Company's
benefits program for long-term disability insurance, short-term disability
insurance and life insurance. Until such time as the Company establishes a plan
that would provide these benefits to the Executive, the Company shall pay the
executive (pound)1,000 on a quarterly basis towards such benefits.
4.3 Such other employee benefits maintained by the Company for its
senior executives and key management employees, including, all 401k, pension,
profit sharing, retirement, stock bonus and stock option plans, to the extent
Executive is eligible to participate pursuant to the terms and conditions of
such plans.
4.4 Executive shall be reimbursed in a timely manner for all items
of travel, entertainment and miscellaneous expenses, which Executive reasonably
incurs in connection with the performance of his duties hereunder, provided that
the Executive submits to the Company such statements, and other evidence
supporting said expenses as the Company may reasonably require.
4.5 Providing for the circumstance that Executive's principal place
of employment is London, all, payments due him under this Agreement shall be
paid to him or a UK registered company nominated by him gross of all taxes. All
taxes UK tax on such payments will be the responsibility of Executive &/or the
UK company to which he has requested such payments be made.
5. STOCK OPTIONS.
5.1 As part of Executive's compensation for services to be rendered
hereunder, Executive shall have the right and option to purchase from Company
voting Common Stock in Company ("Option Shares"). The total number of shares
available to Executive under these Option Shares is Six Million Shares
(6,000,000) at a purchase price per share based on the closing price of the
Company shares on the date of this Agreement (the "Exercise Price"). On the
direction of the Board, should the mid-market closing price of the Company
shares be 10% or more below the Exercise Price on any day in the period one
hundred and eighty (180) days following the date of this Agreement the Exercise
Price will be adjusted down to the lowest mid-market closing price in that same
period, provided that in no event may the Exercise Price be below $l per share.
The Option Shares are available for purchase in installments as listed in Column
A below and each installment shall become granted and vested on the
corresponding date listed in Column B, as follows:
Column A Column B
Number of Option Shares Date Option Shares
Available for Purchase Become Vested
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2,000,000 Upon the signing of this Agreement
2,000,000 Upon the completion and funding of
an IPO in the United Kingdom
2,000,000 Upon completion of 10 films by the
Company in a form which can
reasonably be regarded as being
capable of being exhibited or sold in
DVD format to the general public
With the exception of the 2,000,000 Option Shares which vest upon
the signing of this agreement, in order for the further Option Shares to become
vested as provided for above, Executive must be employed by the Company under
the terms of this Agreement as of the vesting date set forth in Column B above,
except as otherwise provided for in paragraph 5.3.1, 5.3.2 and 5.3.3.
5.2 Except as otherwise provided for below, the term of the Option
Shares granted shall remain in effect for ten (10) years from the date on which
such Option Shares become vested.
5.3 If the Executive's employment with the Company terminates (as
defined in Section 6), the Option Shares will be treated as follows:
5.3.1 If the Executive's employment with the Company is
terminated by the Company for Cause (as defined herein) or the Executive
resigns, the Executive's right to exercise vested Option Shares shall cease and
become null and void within thirty (30) days of the date employment terminated,
except as otherwise provided in Section 5.3 hereof. All unvested Option Shares
will terminate immediately as of the date of such termination of employment. In
the event the Company receives, accepts and consummates a tender offer for all
of its outstanding common stock prior to the vesting of the Option Shares, the
vesting rights shall be accelerated so as to allow Executive to exercise the
Option Shares to purchase all of the Option Shares immediately prior to the
consummation of such tender offer.
5.3.2 If the Executive's employment is terminated (i) Without
Cause (as provided for in Section 6.4), (ii) due to his Long Term Disability (as
provided for in Section 6.2) or (iii) as a result of Executive's death, then
vesting rights shall be accelerated such that all unvested Option Shares vest
immediately. In these circumstances, the Executive (or Executive's estate) shall
have the full ten years to exercise the Option Shares, as specified in Section
5.
5.3.3 If the Executive resigns for Good Reason (as provided for
in Section 6.4), all unvested Option Shares will vest immediately and Executive
shall have 1 year from the date of resignation to exercise the Option Shares.
5.4 The purchase price of the Option Shares shall be paid in full
upon the exercise of any or all of the Option Shares, and the Company shall not
be required to deliver share certificates for such Option Shares until payment
has been made. Upon payment of the purchase price the Company will deliver the
share certificates within 5 business days. In addition to, and at the time of
payment of the purchase price for such Option Shares, Executive shall be
responsible for all federal and state withholding or other employment taxes
applicable to the taxable income of such Executive, as his tax jurisdiction
demands.
5.5 Each share of Common Stock purchased pursuant to the terms of
the Option Shares hereof shall carry all appropriate registration and/or
restrictions on sale and notices as determined from time to time by relevant
securities law and as notified by the Company's securities counsel. Executive
shall cooperate with Company and Company's counsel in complying with all
applicable securities laws.
5.6 The Share Options granted under this Agreement will be evidenced
by a certificate (the "Option Certificate") issued by the Company to Executive
within 30 days of the signing of this Agreement.
Notwithstanding anything contained herein, in the event the
Commencement Date of this Agreement is not achieved the Executive shall be
entitled to the 2,000,000 Stock Options granted and vested at the date of
signing this Agreement pursuant to paragraph 5.1 above.
6. TERMINATION OF EMPLOYMENT. The employment of Executive and Company's
liability and obligations hereunder shall terminate as follows:
6.1 Death. This Agreement shall terminate immediately upon the death
of Executive. In such event, Executive's estate or the person he designates in
writing shall be paid for all of Executive's unpaid, accrued vacation time. The
Company also shall pay the health insurance premiums (COBRA or equivalent) for
Executive's dependents for a period of 12 months if such coverage is desired by
Executive's dependents. Executive's Option Shares shall accelerate on his Death
per paragraph 5.3.2 above.
6.2 Disability. This Agreement shall terminate immediately upon the
Long Term & Disability of Executive. The Long Term Disability of Executive shall
exist based on the terms as defined in the Company benefits program for it's
senior executives. In the event Executive qualifies for Long Term Disability
benefits, the vesting rights of the Option Shares shall be accelerated so as to
allow Executive to exercise the Option Shares to purchase all of the Option
Shares immediately per 5.3.2 above.
6.3 The Company may discharge the Executive for Cause and thereby
immediately terminate his employment under this Agreement. For purposes of this
Agreement, Company shall have "Cause" to terminate the Executive's employment if
the Executive, in the reasonable judgment of the Board of Directors:
6.3.1 Willfully fails to perform any reasonable and lawful
directive as of the Company's Board of Directors or the Chairman and/or CEO
after Executive is given written notice of his failure and continues 30 days
after Executive's receipt of such notice to cure such failure.
6.3.2 Materially breaches any of the agreements, duties,
responsibilities or obligations under this Agreement after Executive is given
written notice of his breach and continues 30 days after Executive's receipt of
such notice to cure such breach.
6.3.3 If the Executive engages in misconduct injurious to the
Company as determined in good faith and the reasonable judgment of the Board of
Directors.
6.3.4 Is convicted of a felony or any crime involving larceny,
embezzlement or moral turpitude.
6.3.5 If Executive is terminated for Cause, Executive will be
paid for all unpaid, accrued vacation time.
6.4 Good Reason/Without Cause. In the event that Executive's
employment is terminated by the Company without Cause for a reason other than
death or Disability, or Executive shall resign for "Good Reason", as defined
below, then, in such event:
6.4.1 Executive's Base Salary, as defined in Section 3 as then
in effect, shall continue to be paid for a period of twelve (12) months
("Payment Period") or balance of Agreement whichever is longer.
6.4.2 Company shall maintain in effect during the Payment
Period, for the continued benefit of the Executive, all of the employee benefit
plans and programs in which the Executive was entitled to participate
immediately prior to the Executive's termination provided same is possible under
the general terms and provisions of such benefit plans and programs. Moreover,
during the Payment Period the Company shall provide the Executive with such
reasonable administrative and secretarial support services as may be necessary
or appropriate in order to assist Executive in finding new employment or
Executive may select an out-placement service to be paid for by the Company at a
cost not to exceed Three Thousand Pounds ((pound)3,000).
For purposes of this Section 6.4, "Good Reason" shall mean:
(i) An assignment to the Executive of any duties
inconsistent with, or a material change in the nature or scope of, Executive's
responsibilities, authority or duties hereunder. For purposes herein, since the
Executive shall report to the Chairman of the Company, and the communications
and work environment related to the Executive and Chairman is critical thereto,
a change from the existing Chairman of the Company to someone other than ▇▇▇▇▇
▇▇▇▇▇▇▇▇ or the Executive shall be deemed Good Reason for purposes of this
Agreement.
(ii) The Company materially breaches any of the
agreements, responsibilities or obligations under this Agreement after the
Company is given written notice of it's breach and continues 30 days after
Company's receipt of such notice to cure such breach.
(iii) Ill health of Executive or a member of his
family, or any other compelling personal circumstance, which, in the mutual
discretion of the Executive and the Chairman of the Company, makes the
Executive's continued employment hereunder impossible, or inappropriate.
6.5 Executive may voluntarily terminate his employment under this
Agreement without Good Reason, as defined in Section 6.4 above, by giving the
Company ninety (90) days prior written notice thereof, and upon the expiration
of such ninety (90) day period, Executive's employment under this Agreement
shall terminate, and Company shall have no further obligation or liabilities
under this Agreement except to pay the Executive the portion, if any, that
remains unpaid of the Base Salary and unpaid accrued prorated vacation for the
period up to the date of termination. Resignation as defined herein must be in
written form to the Board, witnessed and signed by the Executive.
6.6 Executive and the Company may mutually agree to terminate this
agreement upon such terms and conditions as are agreed upon between the parties
hereto.
6.7 Notwithstanding anything contained herein, the Company, in it's
sole discretion, may elect to terminate this Agreement on or before June 15,
2004 without any further obligations provided however, that in such event the
Executive shall be entitled to retain the Option Shares vested in paragraph 5.1
above and the Executive shall be entitled to any salary or benefits which have
accrued to such date and a termination payment of (pound)25,000.
7. SURRENDER OF BOOKS AND RECORDS/CONFIDENTIALITY.
7.1 Nondisclosure. Executive acknowledges that the Company
possesses, and the information (as defined below) constitutes, distinctive
methods and techniques of doing business and that such methods and techniques
are considered confidential and trade secrets. Executive further recognizes that
disclosures of the Information would result in substantial injury to the
Company. Executive hereby agrees that he will not copy, or remove from premises
occupied by the Company, any Information, and all such items remain at all times
the sole property of the Company. Executive shall not at any time directly or
indirectly disclose any Information to any person not directly affiliated with
the Company. Executive agrees that he shall not use, either directly or
indirectly, at any time, any Information other than in furtherance of the
interest of the Company. Executive, further agrees that the material disclosure
or use of Information by a spouse or member of the immediate family of Executive
(whether or not residing with Executive), or by any entity of which Executive or
any such family member is a partner, equity, owner, creditor or otherwise
significant participant, shall be deemed a violation of this Agreement. Upon
termination of his employment, Executive will promptly deliver to the Company
all tangible materials and objects containing Information (including all copies
thereof, whether prepared by executive or others) which he may possess or have
under his control. The term "Information" shall mean any information concerning
the Company other than any information which can be demonstrated by Executive
(i) to be generally known in the industry or to the public other than through
breach of Executive's obligations hereunder, (ii) to have been in Executive's
possession prior to his employment with the Company and not assigned to the
Company, or (iii) to have been disclosed to Executive by an independent third
party not under obligation of confidentiality.
7.2 COVENANT NOT TO COMPETE.
7.2.1 Except as the following relates to persons employed by
Grosvenor Park &/or the business of Grosvenor Park as distinct from the business
of the Company, if Executive's employment with Company is terminated for Cause
(as defined in Section 6.3) or if Executive voluntarily terminates his
employment other than for Good Reason (as defined in Section 6.4), for a period
beginning with the termination of Executive's employment with the Company and
continuing until six (6) months from the date of termination, Executive
covenants and agrees that he will not:
(i) solicit, entice or induce any person who presently is or at
any time during the term hereof shall be an employee or agent of the Company to
become employed or retained by any other person, firm or corporation or to leave
their employment or relationship with the Company, and Executive shall not
approach any such employee for such purpose or authorize or knowingly approve
the taking of such actions by any other person, or do any other act that may
result in the impairment of the relationship between, any such employee or agent
and the Company, or
(ii) compete with, or encourage or assist others to compete
with, or solicit orders or otherwise participate in business transactions in
competition with, the business engaged in by the Company at any time during the
term of Employee's employment (unless such business shall have been abandoned by
the Company). The restriction contained in this subparagraph 7(a)(iii) shall
apply worldwide.
For purposes of this Paragraph 7, Executive will be deemed to be
directly or indirectly engaged hi such business or line of business if he is
engaged, or if he is actively negotiating or preparing to engage, in an endeavor
or enterprise as a proprietor, partner, joint venturor, stockholder, director,
officer, lender or other provider of financial assistance, manager, employee,
consultant, or agent, or if he otherwise controls such endeavor or enterprise.
Nothing in the foregoing shall prohibit Executive from engaging in any
business that is not in competition with the Company after termination of
employment with the Company, or investing in the securities of any corporation
having securities listed on a national securities exchange or traded on the
NASDAQ automated quotation system, provided that such investment does not exceed
5% of any class of securities of any corporation engaged in business in
competition with the Company, and provided that such ownership represents a
passive investment and that neither Executive nor any group of persons including
him, in any way, either directly or indirectly, manages or exercises control of
any such corporation, guarantees any of its financial obligations, otherwise
takes any part in its business, other than exercising is rights as a
shareholder, or seeks to do any of the foregoing.
7.2.2 Executive acknowledges that the restrictions contained in,
this Paragraph 7 are reasonable and necessary to protect the legitimate business
interests of the Company and that the Company would not have entered into this
Agreement in the absence of such restrictions. By reason of the foregoing,
Executive agrees that if he violates any of the provisions of this Paragraph 7,
the Company would sustain irreparable harm and, therefore, irrevocably and
unconditionally (i) agrees that in addition to any other remedies which the
Company may have under this Agreement or otherwise, all of which remedies shall
be cumulative, the Company shall be entitled to apply to any court of competent
jurisdiction for preliminary and permanent injunctive relief and other equitable
relief, (ii) that such relief and any other claim by the Company pursuant hereto
may be brought in the United States District Court for the Eastern District of
Pennsylvania, or if such court does not have subject matter jurisdiction or will
not accept jurisdiction, in any court of general jurisdiction in Pennsylvania;
(iii) consents to the non-exclusive jurisdiction of any such court in any such
suit, action or proceeding, and (iv) waives any objection which Executive may
have to the laying of venue of any such suit, action or proceeding in any such
court. Executive also irrevocably and unconditionally consents to the service of
any process, pleadings, notices or other papers in a manner permitted by the
notice provisions hereof. In the event that any of the provisions of this
Paragraph 7 should ever be adjudicated to exceed the time, geographic, product
or service, or other limitations permitted by applicable law in any
jurisdiction, then such provisions shall be deemed reformed in such jurisdiction
to the maximum time, geographic, product or service, other limitations permitted
by applicable law.
7.2.3 Executive agrees that the Company may provide a copy of
this Paragraph 7 to any business or enterprise (i) which Executive may directly
or indirectly own, manage, operate, finance, join, control or participate in the
ownership, management, operation, financing, or control of, or (ii) with which
he may be connected as an officer, director, employee, partner, principal,
agent, representative, consultant or otherwise, or in connection with which he
may use his name or permit his name to be used; provided, however, that this
provision shall not apply after expiration of the time periods set forth in
Section 7.2.1 or with respect to any activities, entities or persons excluded by
the terms hereof. Executive will provide the names and addresses of any of such
persons or entities as the Company may from time to time reasonably request.
7.2.4 In the event of any breach or violation of the restriction
contained in Section 7.2.1 above, the period therein specified shall ▇▇▇▇▇
during the time of any violation thereof and that portion remaining at the time
of commencement of any violation shall not begin to run until such violation has
been fully and finally cured.
7.2.6 In the event any court of competent jurisdiction
determines that any of the foregoing provisions is unreasonable or contrary to
law with respect to their time or geographic restriction, or both, the parties
hereto authorize such court to substitute such restrictions as it deems
appropriate without invalidating this Paragraph 7 or this Agreement.
7.2.7 Executive hereby acknowledges and agrees that the
Company's agreement to enter into this Agreement on the terms and conditions set
forth herein, and the basic compensation, annual bonus and severance benefits,
if any, to be paid to him hereunder, individually constitutes good and valuable
consideration for the covenants set forth in this Section 7.2.
7.3 The provisions of this Paragraph 7 shall survive the expiration
of this Agreement or the termination of this Agreement by either party.
8. MISCELLANEOUS.
8.1 Any notice, demand or communication required or permitted under
this Agreement shall be in writing and shall be sufficient when delivered
personally, or three (3) days after mailing by registered or certified mail,
return receipt requested, or the next day if sent by nationally recognized
overnight courier with proof of delivery, in each case postage prepaid,
addressed as follows:
If to the Company:
TriMedia Entertainment Group, Inc.
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇, ▇▇▇▇▇
Attn.: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Chairman and CEO
If to the Executive:
▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇
1 ▇▇▇▇▇▇ ▇▇▇▇▇
▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇
The foregoing addressees may be changed at any time by notice given in the
manner herein provided.
8.2 This Agreement constitutes the entire understanding and
agreement between Company and Executive regarding its subject matter and
supersedes all prior negotiations and agreement, whether oral or written,
between them with respect to its subject matter. This Agreement may not be
modified except by a written agreement signed by the Executive and the Company.
8.3 This Agreement shall be binding upon and inure to the benefit of
the parties and their respective heirs, executors, successors and assigns,
except that this Agreement may not he assigned by the Executive.
8.4 No waiver by either of party of any condition or of the breach
by the other of any term or covenant contained in this Agreement, whether by
conduct or otherwise, in any one or more instances shall be deemed or construed
as a further or continuing waiver of any such condition or breach or a waiver of
any, either condition, or the breach of any other term or covenant set forth in
this Agreement. Moreover, the failure of either party to exercise any right
hereunder shall not bar the later exercise thereof.
8.5 This Agreement shall be governed by the statutes and common laws
of the Commonwealth of Pennsylvania, excluding its choice of law statutes or
common law.
8.6 The headings of the various sections and paragraphs have been
included herein for convenience only and shall not be construed in interpreting
this Agreement.
8.7 If any provision of this Agreement shall be held invalid or
unenforceable, the remainder of this Agreement shall, nevertheless, remain in
full force and effect, if any provision is held invalid or unenforceable with
respect to particular circumstances, it shall, nevertheless, remain in full
force and effect in all other circumstances.
8.8 This Agreement may be executed in several counterparts, each of
which shall be deemed to be an original but all of which together will
constitute one and the same instrument.
IN WITNESS WHEREOF, this Agreement has been executed by the Executive
and on behalf of the Company by its duly authorized officer on date first above
written.
ATTEST: TriMedia Entertainment Group, Inc.
By: ________________________________ By:__/s/__________________________
Secretary ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Chairman and CEO
____/s/___________________________
▇▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇▇