This Employment Agreement is made and entered
into as the 15th of December, 2005, by and between Regent Worldwide
Sales, LLC, a Texas limited liability company (the
“Company”), and Tony Shyngle
(“Employee”).
Whereas, the Company desires to assure that the
Company retains the services of Employee, whose experience,
knowledge and abilities with respect to the business and affairs of
the Company are valuable to the Company.
Now, therefore,
the Company and Employee agree as follows:
1.1 The Company hereby employs Employee as
Executive Vice President -Accounting of the Company during the term
of this Agreement, with powers and duties consistent with such
position. Employee may also be an executive of other affiliated
companies, and as such the Company may be reimbursed for an
allocable share of compensation. Employee shall report to Stephen
P. Jarchow and Paul Colichman. Employee shall, during the term of
this Agreement, perform such additional or different duties, and
accept the election or appointment to such other offices or
positions, as may mutually be agreeable to Employee and the
Company.
1.2 Employee shall devote his full working time
to the promotion of the Company’s business and welfare, and
use his best effort to promote the Company’s products and
services. During the term of his employment with the Company,
Employee will not accept any other employment or engage in any
manner, directly or indirectly, in any other business. Employee
shall perform such duties and responsibilities incidental to his
employment as may from time to time be requested by the Company and
shall faithfully observe the Company’s policies and
procedures.
2.
Compensation and Benefits .
2.1 Generally: Base Salary . For the
services to be rendered by Employee here under, Employee shall
receive the following compensation and benefits, payable as earned,
in the intervals indicated, and prorated for any partial
year:
(a) Commencing December 15, 2005, an
annual salary of one hundred eighty-five thousand dollars
($185,000), increasing to two hundred thousand ($200,000) on
January 1, 2007, two hundred twenty-five thousand ($225,000)
on January 1, 2008 and two hundred fifty-thousand ($250,000)
on January 1, 2009 (the “Base Salary”). The Base
Salary shall be payable no less frequently than bi-weekly. The
Company may deduct from each installment of the Base Salary an
amount sufficient to cover applicable federal, state and/or local
income tax withholdings, old age and survivors and other social
security payments, state disability insurance premiums and any
other amounts which the Company is required to withhold by
applicable law.
(b) Employee shall receive a bonus of
$50,000 upon the initial funding of a new-credit facility for the
Company, replacing and repaying its Octagon facility. The bonus
shall be paid within sixty (60) days of the funding of the
applicable financing. Employee shall be eligible for a
discretionary bonus upon the close of each complete calendar year.
Employee shall be eligible to participate in any employee stock
ownership or option plan of the company.
2.2 Fringe Benefits . Employee shall
receive the following fringe benefits from the Company during the
Term:
(a) Two weeks of vacation and five personal
days, paid, during each year (as used in this paragraph, a
“year” shall be the date which is 12 months
following the date of commencement of the Term under this Agreement
and each 12-month period thereafter). Any such vacation or personal
days shall be taken at times in accordance with the policies of
Company, unless approved otherwise by Company, or if not taken in
any year shall be accrued and carried forward in accordance with
the policies of Company generally for its employees.
(b) Company shall pay 100% of the premium
payable with respect to the health insurance plan (including but
not limited to medical and dental coverage) selected by Employee in
accordance with the Company policy as from time to time in effect.
In addition, Employee shall be permitted during the term hereof, if
and to the extent eligible, to participate in any group life,
hospitalization or disability insurance plan, health program,
pension plan, 40IK, similar benefits or other fringe benefits of
which may be available to executive officers of the
Company.
(c) Reimbursement for all reasonable costs
and expenses incurred in connection with the performance of
Employee’s duties and obligations under this Agreement, and
which are consistent with the policies of the Company for executive
officers. Reasonable costs and expenses may include, without
limitation, expenses for lodging and travel, entertainment
expenses, and expenses related to attendance at trade and business
organization conventions, including domestic and international film
festivals and markets, and membership in such other organizations
as may benefit or promote the business of the Company. Such
reimbursement shall be paid within 15 business days following
presentation of expense statements or vouchers with such supporting
information the Company may reasonably require.
3.1 The term of this Agreement (the
“Term”) shall commence on December
15, 2005 and shall terminate upon the first to occur of the
following events:
(i) December 15, 2009 (unless extended
as set forth in Section 3.2 hereof);
(ii) the
death or permanent disability of Employee as defined in
Section 5.1 hereof; (iii) the
discharge of Employee for Cause as defined in Section 5.2 (a);
(iv) the termination by Employee for Good Reason as defined in
Section
5.3 hereof; or (v) mutual agreement between
Employee and the Company.
3.2 The Company shall have the option, although
not the obligation, to extend this Agreement for an additional
12 months, terminating December 15, 2010. Such option
shall be exercised in writing on or before September 1,
2009.
4. Covenant Not to Solicit or Hire
Employees or Customers . During the Term and for 12 months
thereafter, Employee shall not, directly or indirectly, solicit or
induce any of the Company’s employees to terminate their
employment with the Company, hire or cause any of the then current
employees of the Company to be hired by any other company, or
solicit or assist in soliciting any business from any of the then
current customers of the Company on behalf of Employee or any other
company.
5.1 Termination Due to Disability, etc .
The Company may, by written notice of Employee, terminate his
employment under the Agreement as of date of that notice if
Employee shall fail or be unable to perform his duties as the
result of any physical or mental disability for 90 consecutive days
or during any 210 days in any 240 day period (a
“Permanent Disability”). Employee’s employment
under this Agreement shall terminate automatically upon
Employee’s death or adjudication of incompetence.
5.2 Termination By Company for Cause . By
complying with the provision of Section 5.2 (b) hereof,
the Company may terminate Employee’s employment under this
Agreement for “Cause”.
(a) For purposes of this Agreement,
“Cause” shall mean: (i) fraud, embezzlement or
conviction of or
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