Exhibit 10.2
EMPLOYMENT AGREEMENT
THIS AGREEMENT is entered into effective as of January 31, 2004, by and
between Time Bytes LTD, Sports Profile LTD, (UK companies) and Time Bytes
International, Inc., a Delaware corporation (the "Companies") and NEVERN JOHNS
("Employee"). This agreement is to be considered as an ancillary document to the
terms of the Stock Purchase Agreement, entered into by the Employee, on December
30, 2003.
W I T N E S S E T H:
WHEREAS, the Companies desires to secure the services of Employee, and
Employee desires to furnish such services to the Companies upon the terms and
conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises and agreements
contained herein, the parties hereto agree as follows:
1. Duties. The Companies hereby employs Employee to serve the Companies as
Managing Director and President. During the entire term of his employment,
Employee shall be the responsible person for day to day operations, and shall be
a member of the Board(s) of Directors of each one of the three Companies.
Employee agrees to carry out such employment in a good and professional manner
and to the reasonable satisfaction of the Companies.
2. Compensation.
(a) Base Salary. The Companies covenant and agree that, in
consideration of the services performed hereunder, it will pay to Employee at
its regular and customary intervals an annual salary of $250,000.
(b) Performance Bonus. Employee shall be entitled to an annual
performance bonus, as specified in the Stock Purchase Agreement, Schedule 1(c),
dated December 30, 2003, as well as an annual increase in Base Salary, assuming
the increase will not adversely affect the fiscal responsibility of the
Companies' to operate without substantial losses. No performance bonus shall be
payable unless Employee was employed by the Company full time during the entire
fiscal year.
3. Permanent Disability. If Employee becomes permanently disabled within the
meaning of permanent long-term disability, the Companies shall have the right to
terminate Employee's employment under this Agreement by sending written notice
of such termination to Employee or his legal representative. Notwithstanding any
such termination, the Employee shall be entitled to receive his base salary, and
performance bonus as accrued through the date of termination.
5. Death. If Employee dies during the term of his employment, this Agreement
shall terminate as of the date of death. Employee's beneficiary or estate shall
be entitled to receive his base salary and performance bonus as accrued through
the date of termination.
6. Term. The initial term of Employee's employment hereunder shall be for a Five
Year Term, or through _______, 2009 subject to the termination provisions set
forth in paragraphs 7, 8 and 9 hereof. Thereafter, Employee has the option to
renew this Agreement for two, additional, five (5) year term each, unless either
party shall give not less than 60 days prior written notice of their intent not
to renew the Agreement.
7. Termination for Cause. This Agreement may be terminated by the Companies for
cause, effective immediately upon giving of written notice to the Employee, in
which event Employee's salary, and prorated bonus shall be continued through the
date of termination, as of which date this Agreement shall be canceled and void.
For purposes of this Agreement, "cause" shall include:
(a) Employee is convicted in a court of competent jurisdiction for any
violation of law other than a routine traffic violation;
(b) Employee is arrested or charged with any violation of law, and such
arrest or charge receives publicity which, in the reasonable opinion of the
Company, adversely affects the Company's image, business prospects or
profitability;
(c) Employee engages in any business or calling which competes with the
Company;
(d) Employee becomes or remains directly or indirectly interested,
financially or otherwise, in any enterprise which, in the reasonable judgment of
the Company, damages the Company's image, business prospects or profitability;
(e) Employee unreasonably fails or refuses to perform the duties
required of him hereunder or breaches the terms hereof.
(f) Employee commits any act of fraud, embezzlement or similar conduct
against or breaches a fiduciary obligation to the Company.
8. Termination Without Cause.
(a) The Company may terminate Employee's employment hereunder without
cause at any time upon giving of written notice to the Employee, in which event
Employee's salary shall be continued for a period of One Year from termination,
as of which date this Agreement shall be canceled and void.
(b) For purposes of this Agreement, the following shall be deemed a
termination of Employee's employment hereunder without cause:
(i) All or substantially all of the assets of the Companies
are sold, or a controlling interest in the Companies is sold or merged
into a larger entity unless in connection with such a sale this
Agreement is assumed by the buyer or Employee is offered an employment
contract for substantially the same responsibilities, for a term of at
least one year, and at substantially the same compensation, as provided
in this Agreement.
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(ii) Either event occurring, the Employee shall receive
compensation from only one Party.
9. Termination by Employee. Employee may terminate his employment hereunder,
subject to the restrictive covenants hereinafter stated, upon giving One Hundred
Twenty days prior written notice to the Companies, in which event Employee's
base salary, and prorated bonus shall be continued through the date of
termination. Employee will have in place, at the time of termination
notification, a replacement Management Director/President capable of providing a
seamless transition for the Companies.
10. Restrictive Covenants.
(a) Employee recognizes and acknowledges that confidential information
may exist, from time to time, with respect to the business of the Companies.
Accordingly, Employee agrees that he will not disclose any confidential
information relating to the business of the Companies to any individual or
entity during his employment or thereafter. The provisions of this paragraph
shall not apply to information which is or shall become generally known to the
public or the trade (except by reason of Employee's breach of his obligations
hereunder), information which is or shall become available in trade or other
publications (except by reason of Employee's breach of his obligations
hereunder), and information which Employee is required to disclose by order of a
court of competent jurisdiction (but only to the extent specifically ordered by
such court and, when reasonably possible, if Employee shall give the Companies
prior notice of such intended disclosure so that it has the opportunity to seek
a protective order if it deems appropriate).
(b) As used in this Agreement, "confidential information" means
studies, plans, reports, surveys, analyses, notes, records, unpublished
memoranda or documents, and all other nonpublic information relating to the
Companies' business activities, including, without limitation, all methods,
processes, techniques, equipment, research data, marketing and sales
information, personnel data, customer lists, employee lists, financial data,
plans and all other techniques, know-how and trade secrets which presently or in
the future are in the possession of the Companies.
(c) All memoranda, notes, records, reports, plans, papers or other
documents made or compiled by or made available to Employee in the course of
employment are and shall be the sole and exclusive property of the Companies and
shall be promptly delivered and returned to the Companies by Employee
immediately upon termination of employment with the Companies.
(d) During the term of his employment hereunder, and for a period of
two years thereafter, Employee shall not engage (either as principal, agent or
consultant, or through any corporation, firm or organization in which he may be
an officer, director, employee, controlling stockholder, partner, member, or
with which he is otherwise affiliated) directly or indirectly, in any activity
or business anywhere in the United Kingdom or the United States which is engaged
in the Greeting Card/ DVD delivery systems, and/or other format delivery systems
utilized for distribution of content and important events, and/or information
businesses.
11. Injunction. Employee acknowledges that the services to be rendered by him
are of a special, unique and extraordinary character, and, in connection with
such services, he will have access to confidential information vital to the
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Companies' business. Accordingly, Employee consents and agrees that if he
violates any of the provisions of paragraph 10 hereof, the Companies would
sustain irreparable harm and, therefore, in addition to any other remedies which
may be available to it, the Companies shall be entitled to apply to any court of
competent jurisdiction for an injunction restraining Employee from committing or
continuing any such violation of this Agreement. Nothing in this Agreement shall
be construed as prohibiting the Companies from pursuing any other remedy or
remedies including, without limitation, recovery of damages.
12. Modification or Elimination of Restrictions. In the event that any of the
restrictions contained in paragraph 10 hereof shall be held to be in any way an
unreasonable restriction on Employee, then the court so holding may reduce the
territory and/or period of time in which such restriction operates, or modify or
eliminate any such restriction to the extent necessary to render such paragraphs
enforceable.
13. Entire Agreement. This Agreement represents the entire Agreement between the
parties with respect to the subject matter hereof and shall not be modified or
affected by any offer, proposal, statement or representation, oral or written,
made by or for either party in connection with the terms hereof. This Agreement
may not be amended except by an instrument in writing signed by the Companies
and Employee.
14. Severability. Should any provision or clause hereof be held to be invalid,
such invalidity shall not affect any other provision or clause hereof which can
be given effect without such invalid provision. This Agreement shall inure to
the benefit of and be binding upon the Companies, their successors and assigns
and upon Employee and his heirs, executors, administrators, or other legal
representatives.
15. Laws Applicable. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as
of the date set forth above.
TIME BYTES LTD. SPORTS PROFILE LTD
By: Nevern Johns BY: Nevern Johns
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Title: President Title: Vice President
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/s/ Nevern Johns
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EMPLOYEE EMPLOYEE
TIME BYTES INTERNATIONAL, INC.
BY: Nevern Johns
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Title: President
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/s/ Nevern Johns
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EMPLOYEE
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