Exhibit 10.3
EMPLOYMENT AGREEMENT
This Employment
Agreement (the "Agreement") is effective as of February
28, 2005, is by and between RS
Entertainment, Inc., a Utah Corporation, with
its principal place of business at 3449 E.
Creek Road, Salt Lake City, UT
84121, hereinafter referred to as (the "RS
Entertainment, Inc." or the
"Corporation"), and Ronald C. Rodgers,
hereinafter referred to as (the
"Employee").
ARTICLE 1.
TERM OF EMPLOYMENT
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1.1 Term. RS Entertainment, Inc.
hereby employs the Employee and the
Employee hereby accepts employment with RS
Entertainment, Inc. from March 1,
2005 until February 28, 2007.
1.2 Renewal. This Agreement shall continue for
successive one (1) year
terms, unless either party gives notice of
termination in writing to the other
party at least ninety (90) days prior to
the expiration date.
ARTICLE 2.
DUTIES OF EMPLOYEE
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2.1 General Duties. The Employee agrees to serve as
Executive Vice
President and C.O.O. of RS Entertainment,
Inc. Corporation (RS Entertainment,
Inc.) and to perform diligently and to the
best of his abilities the duties
and services pertaining to such office as
set forth in the Bylaws of RS
Entertainment, Inc. that are currently in
effect or as amended from time to
time, as well as such additional duties and
services appropriate to such
office as the Board of Directors of RS
Entertainment, Inc. ("Board of
Directors") may reasonably assign to
Employee from time to time. Any action
undertaken on behalf of RS Entertainment,
Inc. shall be done prudently and in
good faith in furtherance of the RS
Entertainment, Inc.'s business and the
business of RS Entertainment, Inc.
2.2 Change in Duties. The duties of
the Employee may be changed from
time to time by the mutual consent of RS
Entertainment, Inc. and the Employee
without resulting in a rescission of this
Agreement. Notwithstanding any such
change, the employment of the Employee
shall be construed as continuing under
this Agreement as modified.
2.3 Devotion of Time to RS
Entertainment, Inc.'s Business. The Employee
shall use his best efforts and shall devote
his time and effort as required to
competently perform his duties.
ARTICLE 3.
COMPENSATION AND BENEFITS
-------------------------
3.1 Compensation. During the term of this Agreement,
the Corporation
shall provide compensation to Employee in
the following forms:
Page 1 of 8
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Signing Bonus.
Employee shall receive 1,000,000 shares of GKIG common
stock registered under form S-8 as an
incentive for entering into this
agreement.
Base Salary.
Employee shall receive
an annual base salary of one hundred
fifty thousand dollars ($150,000) for 2005,
which amount shall be subject to
annual review by the RS Entertainment, Inc. Board of
Directors, thereafter.
Employee Benefit
Plans. Employee shall be entitled to participate in all
employee benefit plans to be established by
RS Entertainment, Inc.'s Board of
Directors on the same terms and conditions
as all other employees similarly
situated, including reimbursement of
reasonable expenses as approved by RS
Entertainment, Inc.'s Board of
Directors.
3.2 Benefits. During the term of this Agreement,
Employee shall be
afforded the following benefits as
incidences of his employment:
(a) Health and Other.
Employee and, to the
extent applicable,
Employee's family, dependents and
beneficiaries, shall be allowed to
participate in all benefits, plans and
programs, including improvements or
modifications of the same, which are now,
or may hereafter be, available to
employees of RS Entertainment, Inc.
generally. Such
benefits, plans and
programs may include, without limitation, a
profit sharing plan, a thrift
plan, a health insurance or health care
plan, life insurance, disability
insurance or a pension plan. RS Entertainment, Inc. shall not,
however, by
reason of this paragraph be obligated to
institute, maintain, or refrain from
changing, amending or discontinuing, any
such benefit plan or program, so long
as such changes are similarly applicable to
employees of RS Entertainment,
Inc. generally.
(b) Business and
Entertainment Expenses. Subject to RS
Entertainment, Inc.'s standard policies and
procedures with respect to expense
reimbursement as applied to its executive
employees generally, RS
Entertainment, Inc. will reimburse Employee
for, or pay on behalf of Employee,
reasonable and appropriate expenses
incurred by Employee for business related
purposes, including dues and fees to
approved industry and professional
organizations, and reasonable costs of
entertainment incurred in connection
with business development. With regard to such expenses, the
Employee shall:
(i) Keep an account
book in which the Employee shall record at
or near the time that each expenditure is
made:
(1) amount of the
expenditure;
(2) the time, place
and designation of the type of the
entertainment and travel, or other expense,
or the date and description of the
gift (gifts made to one individual are not
to exceed a total of twenty-five
dollars ($25.00) in any taxable year;
(3) the business
reason for the expenditure and the
nature of the business benefit derived or
expected to be derived as a result
of the expenditure; and
(4) the names,
occupations, addresses, and other
information concerning each person who was
entertained or given a gift
sufficient to establish a business
relationship with RS Entertainment, Inc.;
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<PAGE>
(ii) Obtain
documentary evidence (such as a receipt for paid
bill), which states sufficient information
to establish the amount, date,
place and the essential character of the
expenditure, for each expenditure:
(1) Twenty-five
dollars ($25.00) or more (except for
transportation charges if not readily
available); and
(2) or lodging while
traveling away from home. The
foregoing account book and documentary
evidence shall be delivered to RS
Entertainment, Inc. whenever requested by
RS Entertainment, Inc. and shall
thereafter be retained by the Employee.
3.3 Payroll and Deduction for Taxes.
Employee shall receive
all
compensation pursuant to this Agreement in
accordance with RS Entertainment,
Inc.'s customary payroll practices with
respect to time and manner of payment.
RS Entertainment, Inc. shall have the right
to deduct from the compensation
due to the Employee hereunder any and all
sums required for social security
and withholding taxes and for any other
federal, state or local tax or charges
which may not be in effect or hereafter
enacted or required as a charge on the
compensation of the Employee.
ARTICLE 4.
PROPERTY RIGHTS OF THE PARTIES
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4.1 Inventions, Copyrights, Patents
and Trademarks. The Employee agrees
that he will promptly from time to time
fully inform and disclose to RS
Entertainment, Inc. all inventions,
designs, improvements, and discoveries
which he now has or may hereafter have
during the term of this Agreement which
pertain or relate to the business of RS
Entertainment, Inc. or to any
experimental work carried on by RS
Entertainment, Inc., whether conceived by
the Employee alone or with others and
whether or not conceived during regular
working hours. All such inventions,
designs, improvements and discoveries
shall be the exclusive property of RS
Entertainment, Inc..
The Employee shall
assist RS Entertainment, Inc. to obtain
patents on all such inventions,
designs, improvements, and discoveries
deemed patentable by things necessary
to obtain patent letters, vest RS
Entertainment, Inc. with full and exclusive
title thereto, and protect the same against
infringement by others.
4.2 Trade Secrets. The Employee during
the term of employment under this
Agreement will have access to and become
acquainted with various trade
secrets, consisting of devices, secret
inventions, customer lists, customer
requirements and compilations of
information, records and specifications,
whic
