Exhibit 10.1
This Employment Agreement (the "Agreement"),
entered into effective as of the 30 th day of
May 2009, by and between RICK'S CABARET INTERNATIONAL, INC.
, a Texas corporation (the "Company"), and PHIL MARSHALL
("Executive").
WHEREAS, Company desires to employ Executive as
provided herein; and
WHEREAS, Executive desires to accept such
employment.
NOW, THEREFORE, for and in consideration of the
mutual covenants and agreements contained herein, and for other
good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as
follows:
1.
Employment.
Company hereby employs Executive and Executive hereby
accepts employment with Company upon the terms and conditions
hereinafter set forth.
2.
Duties. Subject to the power
of the Board of Directors of the Company to elect and remove
officers, Executive will serve the Company as its Chief Financial
Officer and will faithfully and diligently perform the services and
functions relating to such office or otherwise reasonably incident
to such office, provided that all such services and functions will
be reasonable and within Executive's area of
expertise. Executive will, during the term of this
Agreement (or any extension thereof), devote his full business
time, attention and skills and best efforts to the promotion of the
business of the Company. The foregoing will not be
construed as preventing Executive from making investments in other
businesses or enterprises provided that (a) Executive agrees not to
become engaged in any other business activity that interferes with
his ability to discharge his duties and responsibilities to Company
and (b) Executive does not violate any other provision of this
Agreement.
3.
Term. Subject to the terms and conditions
hereof, the term of employment of Executive will commence as of the
date hereof (the "Commencement Date") and will end on that date in
the year 2011, unless earlier terminated by either party pursuant
to the terms hereof. The term of this Agreement is
referred to herein as the "Term."
4.
Compensation and Benefits During the Employment
Term.
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Salary . Commencing upon the date of this
Agreement, Executive will be paid an annual base salary of
$200,000, payable bi-weekly (the "Salary"). At any time
and from time to time the Salary may be increased for the remaining
portion of the term if so determined by the Compensation Committee
of the Board of Directors of the Company after a review of
Executive's performance of his duties hereunder.
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Bonus . As further compensation, Executive
will be eligible for bonuses as determined from time to time by the
Compensation Committee of the Board of Directors of the
Company.
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Employment Agreement - Page
1
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Expenses. Upon submission of a detailed statement and
reasonable documentation, Company will reimburse Executive in the
same manner as other executive officers for all reasonable and
necessary or appropriate out-of-pocket travel and other expenses
incurred by Executive in rendering services required under this
Agreement.
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Medical,
Dental and Vision Benefits. During this Agreement, Executive and
his dependents will be entitled to receive such group medical,
dental and vision benefits as Company may provide to its other
executives, provided such coverage is reasonably available, or be
reimbursed if Executive is carrying his own similar
insurance.
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Benefit Plans.
The Executive will be
entitled to participate in any benefit plan or program of the
Company which may currently be in place or implemented in the
future.
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Other
Benefits. During the Term, Executive will be
entitled to receive, in addition to and not in lieu of base salary,
bonus or other compensation, such other benefits and normal
perquisites as Company currently provides or such additional
benefits as Company may provide for its executive officers in the
future.
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Vacation . Executive will be entitled to two
weeks paid vacation each year of this Agreement.
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5.
Confidentiality and
Non-Competition.
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Confidentiality. In the course of the performance of
Executive's duties hereunder, Executive recognizes and acknowledges
that Executive may have access to certain confidential and
proprietary information of Company or any of its
affiliates. Without the prior written consent of
Company, Executive shall not disclose any such confidential or
proprietary information to any person or firm, corporation,
association, or other entity for any reason or purpose whatsoever,
and shall not use such information, directly or indirectly, for
Executive's own behalf or on behalf of any other
party. Executive agrees and affirms that all such
information is the sole property of Company and that at the
termination and/or expiration of this Agreement, at Company's
written request, Executive shall promptly return to Company any and
all such information so requested by Company.
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The provisions
of this Section 5 shall not, however, prohibit Executive from
disclosing to others or using in any manner information
that:
Employment Agreement - Page
2
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has been published or has
become part of the public domain other than by acts, omissions or
fault of Executive;
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has been
furnished or made known to Executive by third parties (other than
those acting directly or indirectly for or on behalf of Executive)
as a matter of legal right without restriction on its use or
disclosure;
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was in the
possession of Executive prior to obtaining such information from
Company in connection with the performance of this Agreement;
or
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is required to
be disclosed by law.
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Non-Competition. Executive agrees that he will not,
for himself, on behalf of, or in conjunction with any person, firm,
corporation or entity, either as principal, employee, shareholder,
member, director, partner, consultant, owner or part-owner of any
corporation, partnership or any other type of business entity,
directly or indirectly, own, manage, operate, control, be employed
by, participate in, or be connected in any manner with the
ownership, management, operation, or control of any establishment
which has live female nude or semi-nude entertainment (“Adult
Entertainment Business”) or is in any business similar to or
competitive with the Adult Entertainment Business presently
conducted by the Company anywhere in the United States within a
twenty (20) mile radius of any Adult Entertainment Business of the
Company or any Adult Entertainment Business of the Company under
construction, under contract, in development or leased by or to the
Company, for a period of one (1) year (the “Non-Compete
Period”) from the termination of this
Agreement. However, in the event of the termination of
Executive's employment pursuant to Section 7(d) or 7(f), the
Non-Compete Period shall be six months.
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Executive
agrees not to hire, solicit or attempt to solicit for employment by
Executive or any company to which he may be involved, either
directly or indirectly, any party who is an employee or independent
contractor of the Company or any entity which is affiliated with
the Company, or any per
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