EXHIBIT 10.2
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT ("Agreement") is made this 6th day of February, 1998,
by and between RENAISSANCE ENTERTAINMENT CORPORATION, (REC) a Colorado
Corporation, (the "Company"), and BARBARA HOPE and DONALD GAITI ("Executive").
RECITALS
A. The Company desires to employ Executives as Vice President of New Ventures,
REC, in accordance with the terms and conditions stated in this Agreement.
B. Vice President(s) desires to accept such employment pursuant to the terms
of this Agreement.
NOW, THEREFORE, in consideration of the above recitals and mutual promises
contained in this Agreement, the parties agree as follows:
1. EMPLOYMENT
1.1 EMPLOYMENT AS VICE PRESIDENT. The Company hereby agrees to employ
Executive(s) as Vice President of New Ventures, REC, until October 31, 1998,
unless earlier terminated pursuant to Article 3 hereof. Vice President(s)
accepts such employment pursuant to the terms of this Agreement. Vice
President(s) shall perform the duties and responsibilities set forth in Job
Description attached hereto as SCHEDULE 1.1 and such other duties as may be
reasonably determined by the Board of Directors of the Company, all of which
shall be consistent with Vice President's position as an officer of Renaissance
Entertainment Corporation.
1.2 Vice President's responsibilities may include travel from time to
time.
2. COMPENSATION, BENEFITS AND PERQUISITES
2.1 BASE SALARY. During the period this agreement is in effect, REC shall
pay each Executive a base salary of $30,000, payable twice each month.
2.1a. ADDITIONAL COMPENSATION. For obtaining secured agreements* not
specifically compensated for in this Agreement, and to which REC has agreed to
enter into, Executive(s) shall receive 50% of all **net revenues until
compensation for such totals $200,000. After the $200,000 total is reached,
Executive(s) shall then be entitled to receive 25% of all net revenues from
secured agreements until compensation for such totals $150,000. A three year
time limit for receipt of aforementioned sums shall be in place, after which
Executive(s) is no longer entitled to receive percentages of net revenues for
the securing of additional REC revenue-generating agreements.
2.1b. OFFICE SPACE. REC will provide Executive(s) with an office at
its offices where Executive(s) may perform the function of Vice President, New
Ventures, REC. REC will also reimburse Executive(s) for home office expenses in
keeping with Company policies.
2.2 DISCRETIONARY BONUSES. REC, in the sole discretion of the Board, may
pay a bonus to Executive(s) in addition to the base salary set forth in 2.1.
2.3 VACATION. Executive(s) shall be entitled to 3 weeks of vacation.
2.4 EMPLOYEE BENEFITS. Executive(s) shall be entitled to the benefits and
perquisites which the Company generally provides to its other executive officers
under applicable Company plans and policies, and to future benefits and
perquisites made generally available to executive officers of the Company.
Executive's participation in such benefit plans shall be on the same basis as
applies to other executive officers of the Company. Executive shall pay any
contributions which are generally required of any employees to receive any such
benefits.
2.5 EXPENSES. During the period this Agreement is in effect, Executives
shall be entitled to receive timely reimbursement from REC (in accordance with
the policies and procedures in effect from time to time for the Company's
employees) for all reasonable travel and other expenses incurred by Executive in
connection with her services hereunder.
3. TERMINATION OF EXECUTIVE'S EMPLOYMENT
3.1 TERMINATION OF EMPLOYMENT. Executive's employment under this
Agreement may be terminated by the Company at any time for any reason; PROVIDED
HOWEVER, that if Executive's employment is terminated by the Company during the
term of this Agreement for a reason other than for "Cause" (as defined in
Section 3.2), Executive(s) shall be entitled to continue to receive his or her
base salary under section 2.1 through October 31, 1998. Executive's employment
under this Agreement may be terminated by Executive at any time for any reason.
Any termination shall be effective as of the date specified by the party
initiating the termination in a written notice delivered to the other party.
This Agreement shall terminate in its entirety immediately upon the death of
Executive. Except as expressly provided to the contrary in this Section or
applicable law, Executive's rights to pay and benefits shall cease on the date
his or her employment under this Agreement terminates.
3.2 CAUSE. For purposes of this Article 3, "Cause" means only the
following: (i) conviction of a felony; (ii) theft or embezzlement of Company
property or commission of similar acts involving moral turpitude; or (iii) the
willful failure by Executive(s) to substantially perform his or her material
duties as an executive under this Agreement (excluding nonperformance resulting
from Executive's disability) which willful failure is not cured within 30 days
after written notice from the Company specifying the act of willful
nonperformance or within such longer period (but no longer than 90 days in any
event) as is reasonably required to cure such willful nonperformance.
3.3 DISABILITY. If Executive(s) has become disabled from performing her
duties under this Agreement, and the disability has continued for a period of
more than 60 days, the Board
-13-
may, in its discretion, determine that Executive will not return to work and
terminate her/his employment under this Agreement; PROVIDED, HOWEVER, that
Executive shall in such case be entitled to continue to receive her/his base
salary under Section 2.1 through October 31, 1998.
4. NON-COMPETITION, CONFIDENTIALITY AND TRADE SECRETS
4.1 AGREEMENT NOT TO COMPETE. In consideration of the covenants and
agreements contained in this Agreement, Executive(s) agrees that, on or before
the date which is nine months after the date of termination of Executive's
employment with the Company, Executive(s) will not, without the prior written
approval of the Board of Directors of the Company, directly or indirectly engage
in any of the following actions:
(a) Own an interest, manage, operate, join, control, lend money or
render financial or other assistance to, or participate in or be connected
with, as an officer, employee, partner, stockholder, consultant or otherwise,
any entity which owns, manages or operates faires, festivals or other similar
entertainment events with a "Renaissance" theme anywhere within a 200 mile
radius of REC's New York Renaissance Faire, except that nothing in this
subsection shall preclude Executive from holding capital stock of any
corporation required to file periodic reports with the Securities and
Exchange Commission under Section 13 or 15 (d) of the Securities Exchange Act
of 1934, as amended, the securities of which are listed on any securities
exchange, quoted on the National Association of Securities Dealers Automated
Quotation System or traded in the over-the-counter market.
The restrictions set forth in 4.1 shall be of no force or effect if the
Company terminates Executive's employment for any reason other than Cause on or
prior to October 31, 1998.
4.2 NON-DISCLOSURE OF INFORMATION. During the period of employment
hereunder, and at all times thereafter, Executive(s) shall not, without the
written consent of the Company, disclose to any person, other than to employees
of the Company or other persons to whom disclosure is reasonably necessary or
appropriate in connection with the performance by Executive(s) of her duties, or
except where such disclosure may be required by law, any material confidential
information obtained by Executive(s) while in the employ of the Company with
respect to any products, services, financial information, customers, methods or
future plans of the Company, all of which Executive(s) acknowledges are
valuable, special and unique assets, the disclosure of which Executive(s)
acknowledges may be materially damaging to the Company.
4A. CREATION OF SUBSIDIARY
4A.1 WHOLLY-OWNED SUBSIDIARY. Prior to the end of this Agreement, REC
agrees to review the possibility of creating a wholly-owned subsidiary, based
upon a viable business plan, which will be financed by REC. The subsidiary will
include the research and development of additional revenue-generating
entertainment venues that will benefit REC, and continue to incorporate the
technology-based entertainment that is presently underway.
-14-
4B. DEFERRED PAYMENTS.
Deferred payments of $80,316 that are presently owed to Don Gaiti and
Barbara Hope will be paid out over a five (5) month period, commencing June 1,
1998 through October 1, 1998. Any portion of this repayment not paid within
this time frame is subject to 1.5% interest.
5. MISCELLANEOUS
5.1 AMENDMENT. This Agreement may be amended only in a writing signed by
both parties.
5.2 ENTIRE AGREEMENT. This Agreement contains the entire agreement
between the Company and Executive(s) with respect to the transactions
contemplated herein. Both parties acknowledge that in deciding to enter into
this transaction they have relied on no representations, written or oral, other
than those explicitly set forth in this Agreement.
5.3 ASSIGNMENT. The Company may in its sole discretion assign this
Agreement to any entity which succeeds to some or all of the business of the
Company through merger, consolidation, a sale of some or all of the assets of
the Company, or any similar transaction. Executive(s) acknowledges that the
services to be rendered by Executive(s) are unique and personal. Accordingly,
Executive(s) may not assign any of Executive's rights or obligations under this
Agreement.
5.4 SUCCESSORS. Subject to Section 5.3, the provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto, upon any
successor to or assign of the Company, and upon Executive's heirs and the
personal representative of Executive(s) or Executive's estate.
5.5 NOTICES. Any notice required to be given under this Agreement shall
be in writing and shall be delivered either in person or by certified or
registered mail, return receipt requested. Any notice by mail shall be
addressed as follows:
If to the Company, to: Renaissance Entertainment Corporation
4410 Arapahoe Avenue, Suite 200, Boulder, CO 80303
If to Executive, to: Donald Gaiti
Barbara Hope
c/o Renaissance Entertainment Corporation
4410 Arapahoe Avenue, Suite 200, Boulder, CO 80303
or to such other addresses as either party may designate in writing to the other
party from time to time.
5.6 WAIVER OF BREACH. Any waiver by either party of compliance with any
provision of this Agreement by the other party shall not operate or be construed
as a waiver of any other provision of this
-15-
Agreement, or of any subsequent breach by such party of a provision of this
Agreement. No waiver by the Company shall be valid unless in writing and signed
by the directors of the Company.
5.7 SEVERABILITY. If any one or more of the provisions (or portions
thereof) of this Agreement shall for any reason be held by a final determination
of a court of competent jurisdiction to be invalid, illegal or unenforceable in
any respect, such invalidity, illegality or unenforceability shall not effect
any other provisions (or portions of the provisions) of this Agreement, and the
invalid, illegal or unenforceable provisions shall be deemed replaced by a
provision that is valid, legal and enforceable and that comes closest to
expressing the intention of the parties thereto.
5.8 GOVERNING LAW. This Agreement shall be interpreted and enforced in
accordance with the Laws of the State of Colorado.
5.9 ARBITRATION. Except as qualified below, any dispute arising under,
out of or in connection with this Agreement shall be submitted to binding
arbitration in Boulder or Denver, Colorado, by and in accordance with the rules
and procedures of the American Arbitration Association. The decision of the
arbitrator/s shall be final and binding on all parties and judgment may be
entered thereon in any court. Executive(s) acknowledges that the Company's
remedy at law for any breach or threatened breach by Executive(s) of Section 4.1
or 4.2 will be inadequate. Therefore, the Company shall be entitled to
injunctive and other equitable relief restraining Executive(s) from violating
those requirements until such time as a final and binding determination is made
by the arbitrator/s.
5.10 COUNTERPARTS. This Agreement may be executed by either of the parties
hereto in counterparts, each of which shall be deemed to be an original, but all
such counterparts shall constitute a single instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement effective as
of the date set forth above.
RENAISSANCE ENTERTAINMENT CORPORATION
By:
-----------------------------------------
Charles S. Leavell
Its: Chairman and Chief Executive Officer
-16-
Accepted:
By:
-----------------------------------------
Barbara Hope
By:
-----------------------------------------
Donald Gaiti
Vice Presidents of New Ventures,
Renaissance Entertainment Corporation
-17-
SCHEDULE 1.1
Job Description for Vice President, New Ventures:
The responsibilities of this job include coordinating merchandise with the
managers at each site, further development of the product line, overseeing the
accounting responsibilities for the merchandising department with adequate
support, development of the merchandising line outside of REC's Renaissance
Faires to include catalog sales, web page development, and other merchandising
sales opportunities.
*Additionally:
*Vice President will pursue the development of the cybercastle site as outlined
in the Simutronics contract with REC, and pursue the development of an agreement
with AOL and other entities, including Design Toscano. See 2.1a, ADDITIONAL
COMPENSATION.
** Net Revenue shall mean gross revenue less the cost of merchandise and all
other related costs, excluding Executive salary.
-18-