EXHIBIT 10.5
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT dated as of December 1, 2002
among Millennium Sports & Entertainment, Inc., a Delaware corporation (the
"Company"), and Nat Manzella an individual (the "Employee").
WITNESSETH
WHEREAS, the Company desires, effective as of the date hereof, to employ
the Employee as subject to the terms and conditions set forth here; and
WHEREAS, the Employee desires to accept such employment subject to such
terms and conditions.
NOW, THEREFORE, in consideration of the mutual provisions herein
contained, the Employee and the Company agree as follows:
AGREEMENT
1. EMPLOYMENT. The Company hereby employs the Employee
as_____________________, or such other key office as the Board may elect, and
the Employee accepts such employment, upon the terms and subject to the
conditions hereinafter set forth.
2 TERM.
(a) The Employee's employment pursuant to this Agreement
("Employment") shall commence as of December 1, 2002 and shall continue through
November 30, 2003 (such date, or any later date through which this Agreement has
been renewed, the "Expiration Date"), subject to termination under Section 8 or
Section 9.
(b) This Agreement and the Employee's employment shall automatically
be renewed for a one (1) year period upon the Expiration Date, unless at least
30 days prior to the Expiration Date (or prior to such anniversary) the Company
has notified the Employee in writing that it elects not to renew this Agreement.
3 CAPACITY AND SERVICES.
(a) The Employee shall assume such responsibilities, perform such
duties and have such authority as befits his positions or may from time to time
be assigned or delegated by the Board. In performing his duties, the Employee
shall fully and faithfully perform services and discharge his duties for the
Company consistent with the position of , or such other similar office as the
Board may designate.
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(b) As an employee of the Company, substantially all of the Employee's
efforts and responsibilities shall relate to the operation of the business of
the Company. The Employee shall report to and work closely with such persons as
the Board may designate from time to time.
(c) The Employee shall devote his entire time, attention and a
substantial part of his business time and energies to his duties hereunder and
shall use his best efforts, skills and abilities to promote the interests of the
Company. The Employee shall not engage in any business activities that are
directly or indirectly competitive with any business conducted by the Company or
any of its affiliates. Without in any way limiting the foregoing, the Employee
shall not, without the prior written consent in each instance of the Company,
directly or indirectly perform services of a business, professional or
commercial nature for any person or entity, for compensation or deferred
compensation, which will in any way interfere with the Employee's obligations
under this Agreement.
4. BASE SALARY, BONUSES AND BENEFITS. The Company shall pay and the
Employee shall accept for the services to be rendered hereunder compensation
consisting solely of the following:
(a) During the period of his employment, the Employee shall receive an
annual base salary (the "Base Salary") of EIGHTY THOUSAND DOLLARS ($80,000.00).
(b) During the period of his employment, the Employee shall be
entitled to participate in the Company's group health insurance coverage and
such other fringe benefits as the Company generally provides from time to time
to employees with positions and responsibilities similar to those of the
Employee such as the Chief Operating Officer and the Chief Financial Officer.
The Company reserves the right to modify such group health insurance coverage or
benefits for such employees generally.
(c) Employee may receive bonuses as approved by the Board in the
Board's discretion.
5. SHARES.
The Employee shall immediately receive 5,000 restricted shares of Surety
Holdings Corp., the parent Company of Millennium Sports & Entertainment, Inc.,
and shall receive an additional 11,666 restricted shares in the event Millennium
Sports & Entertainment, Inc. attains total revenues of $1,000,000.00 not later
than March 31, 2003. The Company shall file a registration statement pursuant to
Form S-8 for each issuance of such shares.
6 CERTAIN EXPENSES INCIDENT TO EMPLOYMENT. The Company agrees to
reimburse the Employee:
(i) in accordance with its normal policy and practices, for all other
authorized, approved and reasonable travel or other expenses or
disbursements incurred
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or made by him in connection with the performance of the Employee's
duties under this Agreement;
(iii) for the cost of one cellular telephone and related costs related
to performing his duties hereunder.
7. DEATH OR DISABILITY.
"Disability" shall mean a physical or mental incapacity of the Employee
which has prevented him from effectively performing his duties for ninety (90)
days, whether or not consecutive, out of any twelve (12) consecutive months.
Notwithstanding anything else in this Agreement, the Employee's employment shall
terminate upon the Employee's death. The Company may elect to terminate the
Employee's employment upon the Employee's disability. In the event that the
Employee's employment terminates by reason of death or disability, the Company
shall not have any further obligations or responsibilities hereunder whatsoever
except (i) with respect to Base Salary, Bonuses and other benefits earned or
accrued through the date of termination, (ii) in the event of a termination by
reason of disability, the Employee will be entitled to receive his Base Salary
for three months after his Employment is terminated or until such time as the
insurance provided for in Paragraph 5(d) begins to pay such benefits.
8. TERMINATION.
(a) The Company may terminate this Agreement and the Employee's
employment by giving ten (10) days written notice thereof to the Employee in the
event that the Board determines that the Employee has (i) materially breached
this Agreement, (ii) repeatedly refused to perform required and reasonable
services after written notice thereof, (iii) engaged in willful misconduct or
committed gross negligence in connection with his employment or the affairs of
the Company, (iv) violated in a material manner any fiduciary duty to the
Company, or (v) committed theft, fraud, embezzlement or dishonesty.
(b) The Company may, with or without cause or reason therefor,
terminate this Agreement at any time and for any reason upon thirty (30) days
advance written notice to the other party.
(c) If, during the first year, the Company terminates this Agreement
under Section 9(a), the Company shall not have any further obligations or
responsibilities hereunder except with respect to Base Salary, Bonuses and other
benefits earned or accrued through the date of termination.
(d) If, during the second year, the Company terminates this Agreement
under Section 9(b), the Company shall be obligated to pay the Employee all Base
Salary, Bonuses and other benefits earned or accrued through the date of
termination, and an additional lump sum equivalent to eight (8) weeks Base
Salary.
(e) If the Employee breaches this Agreement for any reason, the
Company shall not have any further obligations or responsibilities hereunder.
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9. CONFIDENTIALITY, NON-SOLICITATION AND NON-COMPETITION.
(a) Employee acknowledges that as further inducement to the Company to
enter into this Agreement, Employee wills execute a Confidentiality Agreement
and Non-Competition Agreement, if requested. Employee's breach of the
Confidentiality Agreement shall constitute a material breach of this Agreement.
(b) The Employee acknowledges the Company will suffer irreparable harm
if the provisions of the Confidentiality and Non-Competition Agreements and that
the Company's remedies at law for damages will be inadequate if the Employee
fails to comply with any of the provisions of the Confidentiality and
Non-Competition Agreements. Accordingly, the Employee agrees that the Company
shall be entitled to any appropriate legal, equitable or other remedy, including
preliminary and permanent injunctive relief, in the event the Employee fails to
comply with said agreements.
10. AMENDMENTS. This Agreement constitutes the entire agreement of the
parties and may be modified, amended or waived only by written instruments
executed by the parties.
11. NO CONFLICT. The Employee represents and warrants to the Company
that he is not bound by any agreement or subject to any restriction which would
interfere with or prevent his entering into or carrying out this Agreement.
12. BINDING EFFECT. This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective legal representatives,
heirs, successors and assigns, except that the Employee shall not assign any of
his rights or delegate any of his duties under this Agreement without the prior
express written consent in each instance of the Company.
13. GOVERNING LAW. This Agreement shall be governed and construed in
accordance with the laws of the State of New Jersey.
14. ARBITRATION. Except as specifically provided for in this Section,
all controversies, claims and disputes arising out of or relating to the
Employee's rendering of services to the Company (including all federal and state
statutory claims) shall be subject to final and binding arbitration before a
single arbitrator in New York, New York in accordance with the Commercial
Arbitration Rules of the American Arbitration Association. The costs of such
arbitration, including the arbitrator's fees, shall be allocated in the manner
determined by the arbitrator. Each party shall bear its own expenses, including
attorneys' fees and expert witness fees. The arbitration proceeding shall be
deemed to be an arbitration proceeding specifically enforceable under the
Federal Arbitration Act and any other applicable law. The award of the
arbitrator may be enforced in any court having competent jurisdiction. The
Company and the Employee shall have no obligation to arbitrate disputes arising
under Section 9 hereof, and may enforce any of their rights and remedies with
respect thereto in any court of competent jurisdiction.
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15. SEVERABILITY. If any part or provision of this Agreement shall to
any extent be invalid or unenforceable, the remainder of this Agreement shall
not be effected thereby and shall be valid and enforced to the fullest extent
permitted by law.
16. NO OTHER AGREEMENTS. This Agreement shall supersede any and all
prior agreements between the parties hereto, and this Employment Agreement shall
be the only agreement between the parties with respect thereto.
17. NOTICES. All notices and other communications hereunder shall be
in writing and shall be given by hand delivery to the other party or by
registered or certified mail, return receipt requested, postage prepaid,
addressed as follows:
IF TO THE EMPLOYEE, to him at:
IF TO THE COMPANY, to it at:
19. RIGHTS AND WAIVERS. All rights and remedies of the parties hereto
are separate and cumulative, and no one of them, whether exercised or not, shall
be deemed to be to the exclusion of any other rights or remedies or shall be
deemed to limit or prejudice any other legal or equitable rights or remedies
that either of the parties hereto may or remedies under this Agreement unless
such waiver is in writing and signed by such party. No delay or omission on the
part of either party in exercising any right or remedy shall operate as a waiver
of such right or remedy or any other rights or remedies. A waiver on any one
occasion shall not be construed as a bar to or waiver of any right or remedy on
any future occasion.
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound,
have executed this Agreement as of the date from above written.
MILLENNIUM SPORTS & ENTERTAINMENT, INC.
By: /S/ HOWARD R. KNAPP
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EMPLOYEE:
/S/ NAT MANZELLA
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