THIS AGREEMENT, is made and entered into as of
the 29 th
day of April, 2008, by and between
DigitalFX International, Inc., a Florida corporation, with its
principal location at 3035 East Patrick Lane, Suite 9, Las
Vegas, NV 89120 hereinafter called the “Company,” and,
Abraham Sofer, 104 The Alameda, San Anselmo, CA 94960 hereinafter
called “Employee”.
WHEREAS, Company desires to employ Employee as
General Counsel and Employee desires to accept such
employment.
NOW, THEREFORE, in consideration of the mutual promises
contained herein and other good and valuable consideration, it is
mutually agreed by Company and Employee as follows:
(a) Company hereby employs Employee as
General Counsel of Company commencing on May 12, 2008.
Employee hereby accepts such employment. In his position as General
Counsel of Company, Employee will oversee the Company’s legal
functions and shall perform such other duties and exercise such
authority as may be assigned from time to time by
Company.
Employee represents that he is an attorney in
good standing licensed to practice law in the State of New York and
the District of Columbia and that as soon as practically possible
after the execution of this Agreement he shall apply to be admitted
for limited practice under Rule 49.10 entitled “Limited
practice of attorneys employed in government or as in-house
counsel” of the Nevada Supreme Court.
(b) Employee shall at all times diligently,
competently and to the best of his ability, experience and talent,
perform all of the services that may be required of and from him
pursuant to the terms and provisions of this Agreement, to the
satisfaction of Company, and Employee shall devote his entire
working time, energy and skill exclusively to the business and
affairs of Company.
(c) Notwithstanding any other provision
, it is agreed that Employee shall, until August 11.
2008, have the right to complete other legal matters begun prior to
Employee’s employment with Company, however Employee shall
use his best efforts to minimize such activities, and further
provided that none of these activities shall be competitive in
nature with the business of the Company and that none of these
matters shall interfere with Employee’s ability to perform
his obligations pursuant to this Agreement.
2.
Salary . For the services and duties to be rendered
and performed by Employee hereunder, Company shall pay Employee a
salary at the rate of One Hundred Seventy Thousand Dollars
($170,000) per annum payable in equal semi-monthly installments,
for the period Employee is employed hereunder.
(a) The initial term of this Agreement (the
“Term”) shall be for a period of one (1) year
commencing on May 12, 2008 and terminating on May 11,
2009, and unless terminated as provided below, shall continue for 2
consecutive terms of one (1) year starting at the anniversary
of the initial term _____ Notwithstanding the
foregoing, this Agreement shall terminate immediately upon the
death or disability of Employee and may be terminated immediately
by the Company at any time, for cause, which cause shall include,
but not be limited to:
(i)
(x) habitual alcohol , drug or controlled substance
abuse by Employee; or (y) the refusal or failure, if requested
by the Company, to submit to testing for the improper or illegal
use of alcohol, drugs, or controlled substances, or
(z) Employee’s improper or illegal use of alcohol, drugs
or controlled substances as indicated by any such
testing
(ii)
(y) the indictment of, or filing of a criminal information
against, Employee or conviction of Employee, in any such case for a
felony, any crime involving money or other property of the Company
or any crime involving moral turpitude; or (x) accusations
supported by reasonable evidence or facts that Employee shall have
committed any felony, any crime involving money or other property
of the Company or any crime involving moral turpitude which
accusations or the alleged circumstances of such conduct, in the
judgment of the Board of Directors, materially adversely affect the
business or reputation of the Company or the ability of Employee
effectively to perform his duties as an employee of the Company
under this Agreement;
(iii) prolonged or repeated absence from
duty in excess of any permitted leave, without the consent of the
Company;
(iv) violation in any respect by Employee
of any provision of this Agreement or any published policy of the
Company applicable to Employee; or
(v)
(w) Employee’s failure or refusal to perform his duties
in accordance with this Agreement; (x) habitual neglect of
Employee’s duties as an employee of the Company;
(y) engaging by Employee in any activity which is in conflict
with or adverse to the legitimate business interests of the
Company; or (z) willful or serious misconduct on the part of
Employee relating to the performance of his duties or which is
injurious to the Company; and
(vi) any
conduct which reflects unfavorably on Company, all in
Company’s sole discretion.
(b) Employee acknowledges that Company has
no duty or obligation to retain his services and may discharge him
at any time without any opportunity for any hearing or right to
cure any defect or failure of performance. Each party exercising
the right to terminate this Agreement shall provide the non-
terminating party with a 30 days written notice.
(c) If this Agreement and Employee’s
employment hereunder are terminated during the Term by the Company
for cause, or by Employee for no reason, or by the death or
disability of Employee, the Company shall pay to Employee
(i) all compensation and benefits due to him through the
effective date of termination, in the same amounts, at the same
time, and in the same manner as set forth in Sections 2 of
this Agreement, and (ii) all expense reimbursement amounts
accrued through the date of termination, if any. Upon such payment
the Company shall have no further obligation to Employee except as
required by applicable law, and Employee shall be entitled to no
severance compensation or benefits. Disability shall be defined as
Employee’s inability to competently perform substantially all
of Employee’s duties under this Agreement for thirty
(30) or more days, consecutively or cumulatively, during any
three (3) month period of this Agreement due to illness or
other mental or physical ailment.
(d) If this Agreement and Employee’s
employment hereunder are terminated during the Term by the Company
without cause or by the Employee for Constructive Termination, as
defined herein, the Company shall pay Employee (i) all
compensation and benefits due to Employee through the date of
termination, in the same amounts, at the same time, and in the same
manner as set forth in Section 2 of this Agreement, and
(ii) all expense reimbursement amounts accrued through the
date of termination, if any. In addition, the Company shall pay to
Employee, in accordance with the Company’s normal payroll, as
severance to Employee, Employee’s base salary for a period of
three (3) months. Employee shall not be entitled to any other
compensation in the event of his termination.
(e)
“Constructive Termination” shall mean any of the
following:
(1) breach of any provision of this
Agreement by the Company;
(2) relocation of Employee’s
principal office more than fifty (50) miles from the location
to which Employee is originally assigned; or
(3) assignment to Employee of duties that
are inconsistent with the duties described in this Agreement, a
reduction in the Employee’s duties or a reduction in
Employee’s salary.
If Employee determines that Constructive
Termination exists for termination of this Agreement and his
employment with the Company, Employee shall provi
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