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EXHIBIT 10.18
EMPLOYMENT AGREEMENT
THIS AGREEMENT is made as of August 17, 1999, and is effective as of
the 9th day of August, 1999 (the "Effective Date"), by and between TEAM
COMMUNICATIONS GROUP, INC., a Delaware corporation (herein referred to as the
"Company"), and you, TIMOTHY HILL.
In consideration of the mutual covenants, terms and conditions set
forth herein, you and the Company agree as follows:
1. The Company hereby employs you pursuant and subject to the terms,
conditions and provisions of this Agreement. You hereby accept such employment
and agree to render your services exclusively to the Company as provided herein,
where and when required by the Company (presently in Los Angeles, California),
all of which services shall be performed conscientiously and to the full extent
of your ability. You further agree to abide by all rules, regulations and
policies of the Company.
2. Your title and position with the Company shall be Senior Vice
President and Chief Financial Officer.
3. You shall report to the Company=s chief executive officer, currently
Drew Levin, or to any other chief executive or operating officer who may be
employed by the Company during the Term. Any conflict between divisions of
responsibility between you and any other employee shall be resolved by the chief
executive officer.
4. The services to be rendered by you hereunder shall include, without
limitation, all services customarily rendered by persons engaged in the same
capacity or in a similar capacity in the entertainment industry, and such other
services as may be requested by the Company from time to time hereunder. Your
services shall be exclusive to the Company during the Term of this Agreement.
5. The Term of your employment by the Company under this Agreement
shall commence as of the Effective Date and (unless earlier terminated pursuant
to this Agreement) shall continue thereafter through July 31, 2001 (the "Term").
6. (a) As full consideration for all services to be rendered by you
pursuant hereto, and for all rights and interests herein granted by you to the
Company, and provided that you are not in breach or default of this Agreement
and that you have kept and performed all of your obligations hereunder, and
subject to the terms and conditions hereof, you shall be entitled to receive a
base salary in an amount equal to One Hundred Fifty Thousand Dollars ($150,000)
commencing on the Effective Date and continuing through July 31, 2000.
Commencing August 1, 2000 and continuing through the end of the Term, you shall
be entitled to receive a base salary in an amount equal to One Hundred
Seventy-five Thousand Dollars ($175,000).
(b) Such compensation shall be paid in accordance with the
Company's normal payroll practices. The Company may make such deductions,
withholdings or payments from any sum payable to you pursuant to this Agreement
as are required by any applicable law, rule or regulation for taxes or similar
charges. Compensation payments made to you by the Company or any affiliate of
the Company shall be deemed made pursuant to this Agreement and any compensation
paid to you from and after the Effective Date of this Agreement shall be deemed
to have been paid hereunder.
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7. In addition to the base salary set forth in Paragraph 6, you shall
be entitled to receive 50,000 stock options with the exercise price at the
current market price on the date of grant. The date of grant will be September
18, 1998 for 10,000 stock options which you were untitled to under your previous
employment agreement. The date of grant for the remaining 40,000 stock options
should be the Effective Date of this contract. The 10,000 stock options granted
September 18, 1998, are fully vest as of the Effective Date. The 40,000
remaining stock options are vesting on a monthly basis over two years from the
Effective Date. Such options shall have a five (5) year term commencing on the
Effective Date and shall be subject in all respects to the Team Communications
Stock Option Plan.
8. In addition to the base salary set forth in Paragraph 6, you shall
be eligible to receive such bonus compensation as the Company may elect to award
to you in the Company=s sole and absolute discretion. Such bonus compensation is
guaranteed to be no less than Fifteen Thousand Dollars ($15,000) for each year
under this contract. The minimum amount will be paid quarterly. Nothing in this
Paragraph 8 shall require or otherwise obligate the Company to pay you a bonus
beyond the minimum amount of Fifteen Thousand Dollars ($15,000) annually.
9. You represent and warrant that you are free to enter into the
Agreement and to grant the rights and interests to the Company that you purport
to grant thereunder and that there are no agreements or arrangements in effect,
whether written or oral, which could prevent you from rendering exclusive
services to the Company during the Term, and that you have not made and will not
make any commitment or do any act in conflict with the Agreement.
10. On the condition that you are not in breach or default of the
Agreement, the Company shall reimburse you for all of your reasonable expenses
incurred while employed and performing your duties under and in accordance with
the terms and conditions of the Agreement, subject to your full accounting
therefor and your providing the Company with appropriate documentation,
including without limitation receipts, for all such expenses in the manner
required pursuant to Company's policies and procedures and the Internal Revenue
Code, and subject to the Company's prior approval. Furthermore, the Company will
provide you a monthly automobile allowance of Three Hundred Fifty Dollars ($350)
or an annual amount of Four Thousand Two Hundred Dollars ($4,200). This
allowance will be considered additional compensation and shall be paid along
with your base compensation in accordance with the Company's normal payroll
practices.
11. You and the Company agree that the services to be rendered by you
pursuant to the Agreement, and the rights and interests granted by you to the
Company pursuant to the Agreement, are of a special, unique, extraordinary and
intellectual character, which gives them a peculiar value, the loss of which
cannot be reasonably or adequately compensated in damages in any action at law,
and that a breach by you of any of the terms of the Agreement will cause the
Company great and irreparable injury and damage. You hereby expressly agree that
the Company shall be entitled to the remedies of injunction, specific
performance and other equitable relief to prevent a breach of the Agreement by
you. This provision shall not, however, be construed as a waiver of any of the
rights which the Company may have hereunder, at law, for damages, or otherwise.
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12. (a) In the event that (i) you become incapacitated or prevented
from fully rendering your services hereunder by reason of your illness, mental,
physical or other disability, and such incapacity or inability shall continue
for sixty (60) consecutive days during any period of the Term; or (ii) the
Company's normal operations are prevented or interrupted because of force
majeure events or any other cause beyond the Company's sole control (e.g., any
labor dispute, strike, fire, war, civil disturbance, act of God, governmental
action or proceeding or any event sufficient to excuse performance as a matter
of law), and such prevention or interruption shall continue for sixty (60)
consecutive days during any period of the Term; then the Company shall have the
right to terminate your employment under the Agreement immediately upon the
expiration of said six (6)-week period without any further liability or
obligation to you hereunder except for any accrued compensation payable to you
as of the date of such termination (such a termination herein referred to as a
termination "For Disability or Force Majeure").
(b) In the event you, at any time, breach any provision of the
Agreement, fail, refuse or neglect (other than by reason of any above-referenced
disability or incapacity) to perform fully your obligations hereunder, or engage
or participate in any serious or willful misconduct in connection with any of
your obligations under the Agreement, the Company shall have the right to
terminate your employment under the Agreement at any time thereafter (such a
termination herein referred to as a termination "For Cause"). In the event of
any termination For Cause, you shall be entitled to receive only accrued
compensation payable to you as of the date of such termination, without regard
to any other compensation, benefits or perquisites.
(c) In addition to the right to terminate For Cause or For
Disability or Force Majeure, the Company shall have the right to terminate your
employment under the Agreement at any time for any reason, upon thirty (30)
days' notice to you (such a termination herein referred to as a termination
"Without Cause"); provided, however, that if termination of your employment is a
termination Without Cause, you shall continue to be entitled only to your base
annual compensation under Paragraph 6 of the Agreement until the end of the
Term.
(d) Any termination under this Paragraph 12 shall not be
deemed to be a waiver by the Company of any of the Company's rights or remedies
otherwise available to the Company hereunder, at law, in equity or otherwise.
13. You shall not enter into any contracts or make any commitments on
behalf of the Company outside of the ordinary course of your duties and services
in the ordinary course of the Company's business nor for an amount in excess of
such limits as may be specified by the Company without the prior written
approval and consent of the Company in accordance with the standard practices
and operating procedures thereof.
14. During the Term hereof you shall be entitled to:
(a) The Company's basic health and life insurance benefits
generally available to other senior executives of the Company, including any
applicable major medical insurance benefits, subject to compliance with
provisions relating to eligibility or qualification; and
(b) Three (3) weeks vacation with pay and normal and customary
holidays in accordance with the Company's policy for vacations and holidays for
senior executives of the Company.
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(c) To participate in any Company retirement or similar
benefit plan available to Company=s senior executives, including, without
limitation, the Company=s IRA plan, subject to all terms and conditions of any
such plan.
For the purpose of determining your length of service with the Company with
respect to the applicable provisions of any benefit to which you may be entitled
hereunder (except with respect to stock options and the vesting provisions
thereof), such determination shall include your previous term of employment with
the Company from August 18, 1998 through March 31, 1999.
15. The Company may secure in its own name or otherwise, and at its own
expense, life, health, accident and other insurance covering you or you and
others, and you shall not have any right, title or interest in or to such
insurance other than as expressly provided herein. You agree to assist the
Company in procuring such insurance by submitting to the usual and customary
medical and other examinations to be conducted by such physician(s) as the
Company or such insurance company may designate and by signing such applications
and other written instruments as may be required by the insurance companies to
which application is made for such insurance.
16. During the Term, you shall not directly or indirectly compete or
interfere with the actual or contemplated businesses or activities of the
Company. In this regard, during the Term, you shall not, without the prior
written consent of the Company, become an officer, employee, consultant, agent,
partner (other than a limited partner) or director of any other business
enterprise engaged in any of the actual or contemplated businesses or activities
of the Company.
17. You agree that you will not, during the Term or thereafter,
disclose to any other person or entity the terms or conditions of the Agreement
(including the financial terms thereof) and shall not directly or indirectly
issue or permit the issuance of any publicity whatsoever regarding, or grant any
interview or make any statements concerning, the Company's engagement of you
hereunder without the prior written consent of the Company.
18. The primary place of your employment under the Agreement shall be
the Los Angeles Metropolitan Area. You shall make such trips away from the
County of Los Angeles as requested by the Company or as may be required for the
conduct of your duties under the Agreement.
19. The Company hereby represents and warrants that it has obtained all
approvals necessary to enter into this Agreement.
20. The Agreement shall be governed by, and construed in accordance
with, the laws of the State of California applicable to contracts entered into
and fully performed therein.
21. The Company shall have the right to assign or otherwise delegate
the Agreement or any of its rights or obligations thereunder, in whole or in
part, to any person or entity. Without limiting the generality of the foregoing,
the Company shall have the right to license, delegate, lend or otherwise
transfer any of its rights to any or all of your services under the Agreement to
any person, company or other entity controlling, controlled by, or under common
control with the Company, and you agree to render such services required under
the Agreement for such person, company or other entity as part of the services
to be rendered under the Agreement for no additional compensation other than as
provided for in this Agreement. You shall not have any right to assign, delegate
or otherwise transfer any duty or obligation to be performed by you hereunder to
any person or entity, nor to assign or transfer any rights hereunder.
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22. All notices which either party is required or may desire to give to
the other party under or in connection with the Agreement shall be sufficient if
given by addressing the same to the respective party at the address set forth
below or at such other place as may be designated by the respective party:
To Company: Team Communications Group, Inc.
12300 Wilshire Boulevard Suite 400
Los Angeles, California 90025
Attention: Drew Levin
To You: Timothy Hill
1082 Elfstone Court
Westlake Village, CA 91361
When notices addressed as required by this Paragraph 21 shall be hand delivered,
telexed, or deposited, postage prepaid, registered or certified mail, in the
United States mail, or delivered to a telegraph office, toll prepaid, the
Company or you, as appropriate, shall be deemed to have delivered such notice.
23. If the compensation provided by the Agreement shall exceed the
amount permitted by any present or future law or governmental order or
regulation, such stated compensation shall be reduced, while such limitation is
in effect, to the amount which is so permitted. The payment of such reduced
compensation shall be deemed to constitute full performance by the Company of
its obligations hereunder with respect to compensation for such period;
provided, however, that the Company shall pay you the aggregate amount of such
reduction if and when such payment becomes permissible at law.
24. You agree to execute and deliver to the Company such further
documents and instruments as the Company may desire to further evidence,
effectuate or protect the Company's rights hereunder. The Agreement may be
modified only by a written instrument duly executed by each of the parties
thereto. No person has any authority on behalf of the Company to make any
representation or promise not set forth in the Agreement, and you hereby
represent and warrant that the Agreement has not been executed in reliance upon
any representation or promise except those contained therein. No waiver by the
Company of any default or other breach of the Agreement shall be deemed to be a
waiver of any preceding or succeeding breach or default.
25. Concurrently with your execution and delivery to Company of this
Agreement, you shall execute and deliver to the Company an Employee
Confidentiality Agreement in the form of Exhibit A attached hereto.
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26. This Agreement supersedes all, prior or contemporaneous agreements,
whether oral or written, between the parties hereto concerning the subject
matter hereof, and constitutes the valid, binding and entire agreement between
the parties with respect thereto, enforceable in accordance with its terms.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
TEAM COMMUNICATIONS GROUP, INC.
By /s/ DREW LEVIN
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Drew Levin, Chairman and CEO
ACCEPTED AND AGREED TO:
/s/ TIMOTHY HILL
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Timothy Hill
Social Security Number: ###-##-####
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EXHIBIT A
EMPLOYEE CONFIDENTIALITY AGREEMENT
In consideration of my employment, or my continued employment,
as the case may be, by Team Communications Group, Inc., or by any direct or
indirect subsidiary or affiliate of Team Communications Group, Inc. (such
employer for the purposes of this Employee Confidentiality Agreement being
hereinafter referred to as the "Company"), I agree with the Company as follows:
As long as I shall remain in the employ of the Company I shall
devote my best efforts and ability to the service of the Company in my
employment capacity, as the Company shall from time to time direct, and I shall
perform my duties faithfully and diligently. Further, I shall abide by all
rules, regulations and policies of the Company (including without limitation
those contained in the Company's current employee manual as it may hereafter be
modified, supplemented or replaced), and I acknowledge that I am familiar with
the same.
I shall not, during my employment by the Company or
thereafter, use or disclose to others without the prior written consent of the
Company, any trade or business secrets, secret "know-how", confidential, secret,
technical, financial or proprietary information or other nonpublic information
relative to the business or activities of the Company, obtained by me while in
the employ of the Company or otherwise. Upon leaving the employ of the Company,
I shall not take with me any confidential, secret, technical, financial or
proprietary data, drawings, documents or information obtained by me as the
result of my employment, or any reproductions thereof. All such items and all
copies thereof, including without limitation all memoranda, notes, records and
other documents related to the actual or contemplated business or activities of
the Company that were made or compiled by me, or made available to me during the
term of my employment by the Company, shall be and remain the Company's
property, and I shall surrender the same to the Company on the termination of my
employment by the Company, or at any other time on request.
I agree that the Company shall be entitled to injunctive or
other appropriate equitable relief to prevent or remedy my proposed,
anticipatory or actual breach of the terms of this agreement including, without
limitation, the disclosure of any information, data, documents or other
materials covered by the terms of this agreement.
This agreement shall inure to the benefit of the Company, its
subsidiaries, affiliates, allied companies, successors and assigns or the
nominees of the Company; and I specifically agree to execute any and all
documents considered necessary or desirable to assign, transfer, sustain or
maintain inventions, discoveries, applications, copyrights, trademarks or
patents, both in the United States and in foreign countries.
IN WITNESS WHEREOF, I have hereunto signed my name as of the
date of the Employment Agreement to which this document is attached and
effective as of the Effective Date (as defined in the Employment Agreement).
/s/ TIMOTHY HILL
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Timothy Hill
Witness: /s/ BARBARA OUED
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ACCEPTED:
Team Communications Group, Inc.
/s/ DREW LEVIN
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By: Drew Levin
Its: Chairman and CEO
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