EXHIBIT 10.01
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As of May 17, 1999
Mr. Henley "Jr." Regisford
10610 Lurline Avenue
Chatsworth, CA 91311
Dear Junior,
This letter confirms the terms of your employment by Modern Records, Inc.
hereinafter termed (the "Employer").
1. Term
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The term of your employment hereunder commences as of May 24, 1999, and
expires on March 13, 2002, unless earlier terminated as hereinafter
provided (the "term").
2. Salary
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In full consideration for all rights and services provided by you
hereunder, you shall receive an annual salary of $125,000 for the first
year, $140,000 for the second year and $160,000 for the third year of the
term. Salary payments shall be made in equal installments in accordance
with Employer's then prevailing payroll policy.
3. Bonus
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Bonus compensation, if any, shall be at the discretion of the Employer.
4. Stock Options
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Employer shall recommend to the Compensations Committee of the Board of
Directors of Modern Records that you be granted non-qualified stock options
pursuant to a stock option or stock incentive plan of Modern Records to
purchase 25,000 shares of common stock of Modern Records, it being
understood that such options shall have an exercise price of 100% of fair
market value of the common stock of Modern Records at the date of grant by
the Committee (the "Grant Date") and that such options shall vest at the
rate of 5,000 shares immediately, 10,000 shares upon your first anniversary
of the Grant Date and 10,000 shares on your second anniversary of the Grant
Date (subject to your continued employment by Employer and to the other
provisions of the applicable stock option or stock incentive plan).
5. Title/Reporting
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You are being employed hereunder in the position of Vice President, Artist
and Repertoire and will report directly to Randy Jackson.
6. Duties
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You shall personally and diligently perform, on a full-time and exclusive
basis, such services as Employer or any of its divisions may reasonably
require. You shall observe all reasonable rules and regulations adopted by
Employer in connection with the operation of its business and carry out to
the best of your ability all instructions of Employer.
7. Expenses
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To the extent you incur necessary and reasonable business expenses
(including, without limitation, travel [business class flights when in
excess of 3 hours) and entertainment], in the course of your employment,
you shall be reimbursed for such expenses, subject to Employer's then
current policies regarding reimbursement of such business expenses.
8. Other Benefits
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You shall be entitled to those benefits that are standard for persons in
similar positions with Employer, including paid vacation and medical
coverage.
9. Protection of Employer's Interests
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During the term of your employment by Employer you will not compete in any
manner, directly or indirectly, whether as a principal, employee, agent or
owner, with Employer, Modern Records, or any affiliate thereof, except that
the foregoing will not prevent you from holding at any time less than 5% of
the outstanding capital stock of any company whose stock is publicly
traded. To the extent permitted by law, all rights worldwide with respect
to any and all intellectual or other property of Entertainment produced,
created or suggested by you during the term of your employment or resulting
from your services shall be deemed to be a work made for hire and shall be
the sole and exclusive property of Employer. You agree to execute,
acknowledge and deliver to Employer at Employer's request, such further
documents as Employer finds appropriate to evidence Employer's rights in
such property. Any confidential and/or proprietary information of Employer,
Modern Records or any affiliate thereof shall not be used by you or
disclosed or made available by you to any person except as required in the
course of your employment, and upon expiration or earlier termination of
the term of your employment, you shall return to Employer all such
information that exists in written or other physical form (and all copies
thereof) under your control. Without limiting the generality of the
foregoing, you acknowledge signing and delivering to Employer, Modern
Records Confidentiality Agreement and Modern Records Statement of Policy
Regarding Conflicts of Interest and Business Ethics and Questionnaire
Regarding Compliance and you agree that all terms and conditions contained
therein, shall be deemed, and hereby are, incorporated into this agreement
as if set forth in full herein. The provisions of the immediately preceding
four
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sentences of this paragraph shall survive the expiration of earlier
termination of this agreement.
10. Services Unique
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You recognize that your services hereunder are of a special, unique,
unusual, extraordinary and intellectual character giving them a peculiar
value, the loss of which cannot be reasonably or adequately compensated for
in damages, and in the event of a breach of this agreement by you
(particularly, but without limitation, with respect to the provisions
hereof relating to the exclusivity of your services and the provisions of a
paragraph 10 hereof), Employer shall, in addition to all other remedies
available to it, be entitled to equitable relief by way of injunction and
any other legal or equitable remedies.
11. Termination
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(a) Employer may terminate your employment hereunder for gross negligence,
misconduct, nonfeasance or breach of this agreement or for other good
cause, and in any such event all obligations of Employer hereunder
shall immediately terminate. Employer must pay salary, expense
reimbursements, vacation through date of termination.
(b) In the event of your death during the term hereof, this agreement
shall terminate and Employer shall only be obligated to pay your
estate or legal representative the salary provided for herein to the
extent earned by you prior to such event. In the event you are unable
to perform services required of you hereunder as a result of any
disability and such disability continues for a period of 90 days or
more consecutive days or an aggregate of 120 or more days during any
12-month period during the term hereof, then at any time thereafter
Employer shall have the right, at its option, to terminate your
employment hereunder. Unless and until so terminated, during any
period of disability during which you are unable to perform the
services required of you hereunder, your salary hereunder shall be
payable to the extent of, and subject to, Employer's policies and
practices then in effect with regard to sick leave and disability
benefits.
(c) You acknowledge that you have been provided by Employer with a copy of
Section 508 of the Federal Communications Act of 1934, as amended,
relating in part to receiving or paying consideration for product
identification in television programs, that you are familiar with the
provisions thereof and that you will fully comply therewith during the
term of this agreement. Without limiting the foregoing, however, and
whether or not Section 508 is applicable to your activities, you agree
that you will not without Employer's prior written consent, accept any
compensation or gift, from ant person, firm or corporation (other than
Employer) where such compensation of gift is, or may appear to be, in
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consideration of your acting in a particular manner in relation to the
business of such person, firm or corporation. Without limiting the
generality of paragraph 12 (a) hereof, it is agreed that in any
violation of this paragraph 12 (c) shall constitute a violation of
this agreement upon which Employer may forthwith terminate this
agreement pursuant to paragraph 12 (a) hereof.
12. Use of Employee's Name
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Employer shall have the right but not the obligation to use your name or
likeness for any publicity or advertising purpose. Employer is under no
obligation to accord you credit for any production.
13. Assignment
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Employer may assign this agreement or all or any part of its rights
hereunder to Modern Records or to any entity that succeeds to a substantial
portion of Employer's assets or that Employer or Modern Records may own
substantially, and this agreement shall inure to the benefit of such
assignee.
14. No Conflict with Prior Agreements
---------------------------------
You represent to Employer that neither your commencement of employment
hereunder nor the performance of your duties hereunder conflicts with any
contractual commitment on your part to any third party or violates or
interferes with any rights of any third party.
15. Post-Termination Obligations
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After the expiration or earlier termination of your employment hereunder
for any reason whatsoever you shall not either alone or jointly, with or on
behalf of others, either directly or indirectly, whether as a principal,
partner, agent, shareholder, director, employee, consultant or otherwise,
at anytime during a period of one year following such expiration or
termination (the "Commitment Period"), offer employment to, or solicit the
employment or engagement of, or otherwise entice away from the employment
of Employer or any affiliated entity, either for your own account or for
any other person, firm or company, any person who is or has been employed
by Employer or any such affiliated entity at any time during the Commitment
period, whether or not such person would commit any breach of his/her
contact of employment by reason of his leaving the service of Employer or
any affiliated entity.
16. Entire Agreement; Amendments; Waiver. Etc.
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(a) This agreement supersedes all prior or contemporaneous agreements and
statements, whether written or oral, concerning the terms of your
employment, and no amendment or
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modification of this agreement shall be binding against Employer unless set
forth in a writing signed by Employer and delivered to you. No waiver by
either party of any breach by the other party of any provision or condition
of this agreement shall be deemed a waiver of any similar or dissimilar
provision or condition at the same or any, prior or subsequent time.
(b) You have been given no indication, representation or commitment of any
nature to any broker, finder, agent or other third party to the effect that
any fees or commissions of any nature are, or under any circumstances might
be, payable by Employer in connection with your employment hereunder.
(c) Nothing herein contained shall be construed so as to require the commission
of any act contrary to law, and wherever there is any conflict between any
provision of this agreement and any present or future statute, law,
ordinance or regulation, the latter shall prevail, but in such event the
provision of this agreement affected shall be curtailed and limited to the
extent necessary to bring it within legal requirements. Without limiting
the generality of the foregoing, in the event any compensation or other
monies payable hereunder shall be in excess of the amount permitted by any
statute, law, ordinance, regulation or wage guideline which may be in
effect at any time of from time to time, payment of the maximum amount then
allowed thereby shall constitute full compliance of this agreement.
(d) This agreement does not constitute a commitment of Employer with regard to
your employment, express or implied, other than to the extent expressly
provided for herein. Upon termination of this agreement, it is the
contemplation of both parties that your employment with Employer shall
cease, and that neither Employer nor you shall have any obligation to the
other with respect to continued employment. In the event that your
employment continues for any period of time following the stated expiration
date of this agreement, unless and until agreed to in a new subscribed
written document, such employment or any continuation thereof is "at will",
and may be terminated without obligation at any time by either party's
giving notice to the other.
(e) This agreement shall be governed by and construed in accordance with the
laws of the state of California. In accordance with the immigration Reform
and Control Act of 1986, employment hereunder is conditioned upon
satisfactory proof of your identity and legal ability to work in the United
States.
(f) To the extent permitted by law, you will keep the terms of this agreement
confidential, and you will not disclose any information concerning this
agreement to anyone other than your immediate family and profession
representation (provided they also agree to keep the terms of this
agreement confidential).
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19. Notices
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All notices that either party is required or may desire to give the other
shall be in writing and given either personally or by depositing the same
in the United States mail addressed to the party to be given notices as
follows:
To Employer: Modern Records
468 N. Camden Drive
3rd Floor
Beverly Hills, CA 90210
To you: Henley Regisford, Jr.
10610 Lurline Avenue
Chatsworth, CA 91311
Either party may by written notice designate at a different address for giving
of notices. The date of mailing of any such notices shall be deemed to be the
date on which such notice is given.
20. Headings
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The headings set forth herein are included solely for the purpose of
identification and shall not be used for the purpose of construing the meaning
of the provisions of this agreement.
If the foregoing accurately reflects our mutual agreement, please sign where
indicated.
MODERN RECORDS, INC.
By: /s/ Randy Jackson
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Randy Jackson (President, CEO)
By /s/ Henley Regisford, Jr.
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Employee Signature
Henley Regisford, Jr.
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Employee (printed or typed)
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