Exhibit 10.24
EMPLOYMENT
AGREEMENT
This Employment Agreement (this
“Agreement”) is made and entered into effective as
November 1, 2018 (the “Effective Date”), by and between
Super League Gaming, Inc., a Delaware corporation
(“COMPANY”), and Clayton Haynes, an individual
(“EXECUTIVE”).
WITNESSETH:
WHEREAS, COMPANY
and EXECUTIVE deem it to be in their respective best interests to
enter into an agreement providing for COMPANY's employment of
EXECUTIVE pursuant to the terms herein stated.
NOW,
THEREFORE, in consideration of the premises and the mutual promises
and agreements contained herein, it is hereby agreed as
follows:
1.
Term. COMPANY hereby employs, and EXECUTIVE hereby accepts
employment with COMPANY for a period of two (2) years beginning on
the date hereof ("Term"). Unless COMPANY or EXECUTIVE provides
written notice that this Agreement shall be allowed to expire, and
the employment relationship thereby terminated at least thirty (30)
days prior to the expiration of the Term or any Renewal Term (as
defined herein), this Agreement shall continue in effect for an
additional term of one (1) year ("Renewal Term").
2.
Duties of EXECUTIVE. EXECUTIVE’s position with COMPANY shall
be Chief Financial Officer. EXECUTIVE shall do and perform all
services, acts, or things reasonably necessary or advisable to
accomplish the objectives of his director report, Ann Hand, CEO
& President. The COMPANY reserves the right to change the role
and title of EXECUTIVE at its sole discretion.
3.
Devotion of Time to Company's Business. EXECUTIVE shall be a
full-time EXECUTIVE of COMPANY and shall devote such substantial
and sufficient amounts of his productive time, ability, and
attention to the business of COMPANY during the Term of this
Agreement as may be reasonable and necessary to accomplish the
objectives and complete the tasks assigned to EXECUTIVE. EXECUTIVE
may devote reasonable time to activities other than those required
under this Agreement, including activities involving professional,
charitable, community, educational, religious and similar types of
organizations, speaking engagements, membership on the boards of
directors of other organizations and similar types of activities to
the extent that such activities do not inhibit or prohibit the
performance of services under this Agreement.
4.
Uniqueness of Services. EXECUTIVE hereby acknowledges that the
services to be performed by him under the terms of this Agreement
are of a special and unique value. Accordingly, the obligations of
EXECUTIVE under this Agreement are non-assignable.
5.
Compensation of EXECUTIVE.
a. Base
Annual Salary. Subject to other specific provisions in this
Agreement, as compensation for services hereunder, EXECUTIVE shall
receive a Base Annual Salary of $300,000 payable in accordance with
the Company's ordinary payroll practices (and in any event no less
frequently than monthly). On each anniversary date hereof,
EXECUTIVE's Base Annual Salary will be reviewed and may be
increased at the sole discretion of the COMPANY’S Board of
Directors.
b.
Health Insurance. EXECUTIVE and his dependents shall be entitled to
participate in the health insurance plan offered to COMPANY
employees, and the Company will pay 90% of the premium related
thereto.
c.
401(k). EXECUTIVE will be permitted to participate in the
Company’s 401(k) Plan upon the Board of Directors electing to
institute it.
d.
Business Expenses. COMPANY will reimburse EXECUTIVE for all
reasonable business expenses directly incurred in performing
EXECUTIVE's duties and promoting the business of
COMPANY.
6.
Termination of Employment.
a. In
the event COMPANY should terminate this Agreement other than for
just "Cause" as defined in Section 6(b) below ("Termination without
Cause"), EXECUTIVE shall be entitled to the following severance
payment based upon your length of employment with the Company and
calculated based upon your then existing annual salary: (i) more
than six (6) months of employment but less than nine (9) months,
will entitle you to one (1) month of severance; (ii) more than nine
(9) months of employment but less than one (1) year of employment,
will entitle you to two (2) months of severance; (iii) more than
one (1) year employment but less than two (2) years of employment,
will entitle you to three (3) months of severance pay; and (ii) for
each full year of employment beyond one (1) year, you will be
entitled to an additional one (1) month of severance pay. By way of
illustration only, if you are terminated “without
cause” after 3.5 years of employment, you would be entitled
to a total of five (5) months of severance pay. The applicable
severance payment amount, based on the formula set forth
immediately above, shall be made thirty (30) days following the
final day of employment and shall require the execution of a
mutually agreed upon Mutual Release agreement that shall include
traditional provisions therein. Notwithstanding the foregoing, in the event of a
change of control transaction involving the Company (whereby the
stockholders of the Company immediately prior to the change of
control do not hold a majority of the voting stock of the Company
following the change of control transaction), then in such event
EXECUTIVE shall be entitled to six (6) month’s severance pay
based on the then existing Base Annual Salary.
b.
COMPANY shall have the right to terminate EXECUTIVE's employment at
any time for Cause by giving EXECUTIVE written notice of the
effective date of Termination. For the purposes of this Agreement,
"Cause" shall mean:
i.
Fraud, misappropriation, embezzlement or any
other action of material misconduct against COMPANY or any of its
affiliates or subsidiaries;
ii.
Substantial failure to render services in
accordance with the provisions of this Agreement, provided
that:
(a) a
written demand for performance has been delivered to
EXECUTIVE at least ten (10) days prior to termination identifying
the manner in which COMPANY believes that EXECUTIVE has failed to
perform; and
(b)
EXECUTIVE has thereafter failed to remedy such failure to
perform;
iii.
Material violation of any law, rule or regulation of
any governmental or regulatory body material to the business of
COMPANY;
iv.
Conviction or a guilty plea or nolo contendere plea to
a felony;
v.
Repeated and persistent failure to abide by the
policies established by COMPANY after written warning from
COMPANY;
vi.
Any acts of violence or threats of violence made by EXECUTIVE
against COMPANY or anyone associated with COMPANY's
business;
vii.
The solicitation or acceptance of payment or
gratuity from any existing or potential customer or supplier of
COMPANY without the prior written consent of
COMPANY's Board of Director’s.
viii.
Drug dependency or habitual insobriety;
or
ix.
Gross incompetence.
(a)
In the event of termination for cause, EXECUTIVE shall be paid
EXECUTIVE's salary through the effective date of termination on the
date of termination. After the effective date of Termination,
EXECUTIVE shall not be entitled to accrue or vest in any further
salary, severance pay, stock options, benefits, fringe benefits or
entitlements; provided that EXECUTIVE shall retain the right to
exercise any stock options which are vested as of the effective
date of termination.
(b)
This Agreement shall terminate automatically in the event that: (i)
EXECUTIVE fails or is unable to perform EXECUTIVE 's duties due to
injury, illness or other incapacity for ninety (90) days in any
twelve (12) month period (except that EXECUTIVE may be entitled to
disability payments pursuant to COMPANY's disability plan, if any);
or (ii) Death of EXECUTIVE.
7.
Covenant of Confidentiality. All documents, records, files,
manuals, forms, materials, supplies, computer programs, trade
secrets and other information which comes into EXECUTIVE's
possession from time to time during EXECUTIVE's employment by
COMPANY and/or any of COMPANY's subsidiaries or affiliates, shall
be deemed to be confidential and proprietary to COMPANY and shall
remain the sole and exclusive property of COMPANY. EXECUTIVE
acknowledges that all such confidential and proprietary information
is confidential and proprietary and not readily available to
COMPANY's business competitors. On the effective date of the
termination of the employment relationship or at such other date as
specified by COMPANY, EXECUTIVE agrees that he will return to
COMPANY all such confidential and proprietary items (including, but
not limited to, Company marketing material, business cards, keys,
etc.) in his control or possession, and all copies thereof, and
that he will not remove any such items from the offices of
COMPANY.
8.
Covenant of Non-Disclosure. Without the prior written approval of
COMPANY, EXECUTIVE shall keep confidential and not disclose or
otherwise make use of any of the confidential or proprietary
information or trade secrets referred to in Section 7 nor reveal
the same to any third party whomsoever, except as required by
law.
9.
Covenant of Non-Solicitation. During the Term of this Agreement and
for a period of two (2) years following the effective date of
termination, EXECUTIVE, either on EXECUTIVE's own account or for
any person, firm, Company or other entity, shall not solicit,
interfere with or induce, or attempt to induce, any EXECUTIVE of
COMPANY, or any of its subsidiaries or affiliates to leave their
employment or to breach their employment agreement, if any, with
COMPANY.
10.
Covenant of Cooperation. EXECUTIVE agrees to cooperate with COMPANY
in any litigation or administrative proceedings involving any
matters with which EXECUTIVE was involved during his employment by
COMPANY. COMPANY shall reimburse EXECUTIVE for reasonable expenses
incurred in providing such assistance.
11.
Covenant Against Competition.
a.
Scope and Term. During the Term of this Agreement and for an
additional period ending one (1) year after the effective date of
termination or expiration of this Agreement, whichever occurs
first, EXECUTIVE shall not directly or indirectly engage in or
become a partner, officer, principal, EXECUTIVE, consultant,
investor, creditor or stockholder of any business, proprietorship,
association, firm, corporation or any other business entity which
is engaged or proposes to engage or hereafter engages in any
business which competes with the business of COMPANY and/or any of
COMPANY's subsidiaries or affiliates in any geographic area in
which COMPANY conducts business at the time of the termination or
expiration of the employment relationship.
12.
Rights to Inventions.
a.
Inventions Defined. "Inventions" means discoveries, concepts, and
ideas, whether patentable or not, relating to any present or
contemplated activity of COMPANY, including without limitation
devices, processes, methods, formulae, techniques, and any
improvements to the foregoing.
b.
Application. This Section 12 shall apply to all Inventions made or
conceived by EXECUTIVE, whether or not during the hours of his
employment or with the use of COMPANY facilities, materials, or
personnel, either solely or jointly with others, during the Term of
his employment by COMPANY and for a period of one (1) year after
any termination of such employment. This Section 12 does not apply
to any invention disclosed in writing to COMPANY by EXECUTIVE prior
to the execution of this Agreement.
c.
Assignment. EXECUTIVE hereby assigns and agrees to assign to
COMPANY all of his rights to Inventions and to all proprietary
rights therein, based thereon or related thereto, including without
limitation applications for United States and foreign letters
patent and resulting letters patent.
d. Reports.
EXECUTIVE shall inform COMPANY promptly and fully of each
Invention by a written report, setting forth in detail the
structures, procedures, and methodology employed, and the results
achieved ("Notice of Invention"). A report shall also be submitted
by EXECUTIVE upon completion of any study or research project
undertaken on COMPANY's behalf, whether or not in EXECUTIVE's
opinion a given study or project has resulted in an
Invention.
e.
Patents. At COMPANY's request and expense, EXECUTIVE
shall
execute such documents and provide such assistance as may be deemed
necessary by COMPANY to apply for, defend or enforce any United
States and foreign letters patent based on or related to such
Inventions.
13.
Remedies. Notwithstanding any other provision in this Agreement to
the contrary, EXECUTIVE acknowledges and agrees that if EXECUTIVE
commits a material breach of the Covenant of Confidentiality
(Section 7), Covenant of Non-Disclosure (Section 8), Covenant of
Non-Solicitation (Section 9), Covenant of Cooperation (Section 10),
Covenant Against Competition (Section 11), or Rights to Inventions
(Section 12), COMPANY shall have the right to have the obligations
of EXECUTIVE specifically enforced by any court having jurisdiction
on the grounds that any such breach will cause irreparable injury
to COMPANY and money damages will not provide an adequate remedy.
Such equitable remedies shall be in addition to any other remedies
at law or equity, all of which remedies shall be cumulative and not
exclusive. EXECUTIVE further acknowledges and agrees that the
obligations contained in Sections 7 through 12, of this Agreement
are fair, do not unreasonably restrict EXECUTIVE's future
employment and business opportunities, and are commensurate with
the compensation arrangements set out in this
Agreement.
14.
Survivability. Sections 7 through 13, of this Agreement shall
survive termination of the employment relationship and this
Agreement.
15.
General Provisions.
a.
Arbitration. Any controversy involving the
construction, application, enforceability or breach of any of the
terms, provisions, or conditions of this Agreement, including
without limitation, claims for breach of contract, violation of
public policy, breach of implied covenant, intentional infliction
of emotional distress or any other alleged claims which are
not settled by mutual agreement of the parties, shall be submitted
to final and binding arbitration in accordance with the rules of
the American Arbitration Association in Los Angeles County,
California. The cost of arbitration shall be borne by the losing
party. In consideration of each party's agreement to submit to
arbitration any and all disputes that arise under this Agreement,
each party agrees that the arbitration provisions of this Agreement
shall constitute his/its exclusive remedy and each party expressly
waives the right to pursue redress of any kind in any other forum.
The parties further agree that the arbitrator acting hereunder
shall not be empowered to add to, subtract from, delete or in any
other way modify the terms of this Agreement. Notwithstanding the
foregoing, any party shall have the limited right to seek equitable
relief in the form of a temporary restraining order or preliminary
injunction in a
court
of competent jurisdiction to protect itself from actual or
threatened irreparable injury resulting from an alleged breach of
this Agreement pending a final decision in
arbitration.
b.
Authorization. COMPANY
and EXECUTIVE each represent and warrant to the other that he/it
has the authority, power and right to deliver, execute and fully
perform the terms of this Agreement.
c.
Entire Agreement. EXECUTIVE understands and
acknowledges that this document constitutes the entire agreement
between EXECUTIVE and COMPANY with regard to EXECUTIVE's employment
by COMPANY and EXECUTIVE's post-employment activities concerning
COMPANY. This Agreement supersedes any and all other written and
oral agreements between the parties with respect to the subject
matter hereof. Any and all prior agreements, promises,
negotiations, or representations, either written or oral, relating
to the subject matter of this Agreement not expressly set forth in
this Agreement are of no force and effect. This Agreement may be
altered, amended, or modified only in writing signed by all of the
parties hereto. Any oral representations or modifications
concerning this instrument shall be of no force and
effect.
d.
Severability. If any term, provision, covenant, or condition of
this Agreement is held by a court or other tribunal of competent
jurisdiction to be invalid, void, or unenforceable, the remainder
of such provisions and all of the remaining provisions hereof shall
remain in full force and effect to the fullest extent permitted by
law and shall in no way be affected, impaired,
or invalidated as a result of such decision.
e.
Governing Law. Except to the extent that federal law may preempt
California law, this Agreement and the rights and obligations
hereunder shall be governed, construed and enforced in accordance
with the laws of the State of California.
f.
Taxes. All compensation payable hereunder is gross and shall be
subject to such withholding taxes and other taxes as may be
provided by law. EXECUTIVE shall be responsible for the payment of
all taxes attributable to the compensation provided by this
Agreement except for those taxes required by law to be paid or
withheld by COMPANY.
g.
Assignment. This Agreement shall be binding upon and inure to the
benefit of the successors and assigns of COMPANY. EXECUTIVE may not
sell, transfer, assign, or pledge any of his rights or interests
pursuant to this Agreement.
h.
Waiver. Either party's failure to enforce any provision or
provisions of this Agreement shall not in any way be construed as a
waiver of any such provision or provisions or prevent that party
thereafter from enforcing such provision or provisions and each and
every other provision of this Agreement.
i.
Captions. Titles and headings to sections in this Agreement are for
the purpose of reference only and shall in no way limit, define, or
otherwise affect any provisions contained therein.
j.
Breach - Right to Cure. A party shall be deemed in breach of this
Agreement only upon the failure to perform any obligation under
this Agreement after receipt of written notice of breach and
failure to cure such breach within ten (10) days thereafter;
provided, however, such notice shall not be required where a breach
or threatened breach would cause irreparable harm to the other
party and such other party may immediately seek equitable relief in
a court of competent jurisdiction to enjoin such
breach.
16.
Acknowledgement. EXECUTIVE acknowledges that he has been given a
reasonable period of time to study this Agreement before signing
it. EXECUTIVE certifies that he has fully read, has received an
explanation of, and completely understands the terms, nature, and
effect of this Agreement. EXECUTIVE further acknowledges that he is
executing this Agreement freely, knowingly, and voluntarily and
that EXECUTIVE's execution of this Agreement is not the result of
any fraud, duress, mistake, or undue influence whatsoever. In
executing this Agreement, EXECUTIVE does not rely on any
inducements, promises, or representations by COMPANY other than the
terms and conditions of this Agreement.
17.
Effective Only Upon Execution by
Authorized Officer of COMPANY. This Agreement shall have no force
or effect and shall be unenforceable in its entirety until it is
executed by a duly authorized officer of COMPANY and such executed
Agreement is delivered to EXECUTIVE.
IN
WITNESS WHEREOF, the parties hereto have read, understood, and
voluntarily executed this Agreement as of the day and year first
above written.
EXECUTIVE
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COMPANY
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By:
/s/ Ann Hand
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Clayton
Haynes
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Ann
Hand
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CEO
& President
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