{"id":39653,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employment-agreement-titan-sports-inc-and-august-j-liguori.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-titan-sports-inc-and-august-j-liguori","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-titan-sports-inc-and-august-j-liguori.html","title":{"rendered":"Employment Agreement &#8211; Titan Sports Inc. and August J. Liguori"},"content":{"rendered":"<pre>\n                              EMPLOYMENT AGREEMENT\n\n\n     This Employment Agreement ('Agreement') is entered into as of this twenty-\nfourth (24th) day of August, 1998, effective as of September 1, 1998 by and\nbetween Titan Sports, Inc. ('Titan'), with offices at 1241 East Main Street,\nStamford, Connecticut 06902, and August J. Liguori, an individual residing at 15\nHorton Court, West Harrison, New York 10604 ('Employee'), individually referred\nto as a 'party' and collectively referred to as the 'parties.'\n\n     NOW, THEREFORE, in consideration of the promises, covenants and agreements\nset forth herein and for other good and valuable consideration, the receipt and\nsufficiency of which are hereby acknowledged, the parties hereby agree as\nfollows:\n\n     1.  DUTIES\/ACCOUNTABILITIES: In Employee's capacity as Titan's Chief\n         -----------------------\nFinancial Officer, Employee shall perform those duties and accountabilities as\ndirected by Titan's Chairman Vince McMahon, Titan's President and Chief\nExecutive Officer Linda McMahon or their designee ('Duties'): Reporting to the\nChairman, President\/CEO, Employee will be responsible for all of the financial\naspects of Titan, including, but not limited to, managing the relationships with\nfinancial ventures outside Titan. Employee will direct the functions of\nbudgeting, financial analysis, revenue operations, general accounting,\ninformation systems, auditing and billing. Employee will also be responsible\nfor:\n\n     .   Directing and monitoring all of the financial affairs of Titan\n         including the control function as well as tax and audit activities.\n\n     .   Establishing appropriate controls over capital funding, financial\n         expenditures and investment decisions.\n\n     .   Participating as a key figure in Titan's business and strategic\n         planning process.\n\n     .   Providing the necessary information and analysis to effectively control\n         and manage the financial health and well being of Titan.\n\n     .   Developing adequate information reporting systems that support Titan's\n         operational, financial and administrative functions.\n\n     .   Performing all other duties and activities requested by the Chairman\n         and the President\/CEO.\n\n     2.  TERM: The term of this Agreement shall commence on September 1, 1998\n         ----\nand, unless terminated earlier as set forth below, end on August 31, 2001\n('Term').\n\n     3.  TERRITORY:  The territory for this Agreement shall be the entire world.\n         ---------\n\n     4.  COMPENSATION:  Provided that Employee performs his duties to the full\n         ------------                                                         \nsatisfaction of Titan, Titan shall pay Employee as follows:\n\n \n     a)  Fifty Thousand Dollars ($50,000) within ten (10) business days of the\ndate that Titan signs this Agreement;\n\n     b)  Base salary of Three Hundred Fifty Thousand Dollars ($350,000) for each\nyear during the Term of this Agreement, payable in equal biweekly installments;\n\n     c)  Bonus payments of One Hundred Seventy-Five Thousand Dollars ($175,000)\neach on or before June 1, 1999, June 1, 2000 and June 1, 2001;\n\n     d)  Bonus payments of One Hundred Fifty Thousand Dollars ($150,000) each on\nor before September 1, 1999, December 1, 1999, March 1, 2000, September 1, 2000,\nDecember 1, 2000 and March 1, 2001; and\n\n     e)  A balloon payment on or before August 31, 2001 in the amount of Four\nHundred Seventy-Five Thousand Dollars ($475,000) less any profit sharing and\n401(k) monies contributed to Employee by Titan and further less any bonus\npayments paid by Titan to Employee during the Term of this Agreement in addition\nto those set forth in paragraphs 4(a), 4(c) and 4(d) above.\n\n     5.  EXPENSES: Titan shall reimburse Employee for any reasonable and\n         -------- \nnecessary expenses incurred in the performance of his duties hereunder,\nincluding any reasonable and necessary travel and lodging expenses, provided\nthat reimbursement hereunder shall be subject to Titan's policies regarding such\nreimbursement, now or hereafter adopted by Titan, that any and all such expenses\nare approved in advance by Vince McMahon or Linda McMahon and only upon receipt\nof adequate supporting documentation therefor. All such expenses shall be\nreimbursed within thirty (30) calendar days following submission to and approval\nby Titan of an invoice no more frequently than on a monthly basis.\n\n     6.  BENEFITS: Employee shall be eligible during the Term of this Agreement\n         --------\nfor those benefits generally available to employees of Titan. Employee shall be\neligible for three (3) weeks of vacation per year during the Term of this\nAgreement. Additionally, should Titan be the subject of an initial public\noffering, Employee shall be granted stock options to the same extent as those\nprovided to other senior executives of Titan.\n\n     7.  TERMINATION:\n         ----------- \n\n     (a)  Titan may terminate this Agreement immediately if Employee engages in\nany act of fraud, theft, deceit or unethical conduct, and Titan shall have no\nfurther obligation to Employee, financial or otherwise, under this Agreement.\n\n     (b)  Titan may terminate this Agreement at any time for any reason in its\nsole discretion, provided that:\n\n          (i)  Should such termination occur during the first year of this\n               Agreement (September 1, 1998 - August 31, 1999), Titan's only\n               remaining obligation hereunder shall be to pay Employee the\n               difference between One Million\n\n                                       2\n\n \n               Dollars ($1,000,000) and what Titan has paid Employee to that\n               point during the first year of this Agreement;\n\n          (ii) Should such termination occur in the second or third year of this\n               Agreement, Titan shall pay Employee Eight-Three Thousand Three\n               Hundred Thirty-Three Dollars ($83,333.00) multiplied by the\n               number of months (including proportions thereof) worked by\n               Employee for Titan minus the amount of money paid by Titan to\n               that point. Additionally, Titan shall pay Employee six (6) months\n               of severance pay at the rate of Twenty-Nine Thousand One Hundred\n               Sixty-Six Dollars ($29,166.00) per month, which shall cease as\n               soon as Employee secures other employment and in exchange for\n               which Employee shall execute a full and final release and waiver\n               of any and all claims he may have against Titan.\n\n     (c)  Should Employee resign at any point during the Term of this Agreement,\nTitan shall have no further obligation thereafter to Employee under this\nAgreement, whether financial or otherwise.\n\n     (d)  Notwithstanding anything to the contrary set forth above, should a\nthird party other than a family member or heir of Linda or Vince McMahon assume\nownership and control of a majority of the assets of Titan, such company shall\nbe obligated to pay Employee Three Million Dollars ($3,000,000) minus the amount\nof all payments received by Employee under this Agreement to the point of\npurchase.\n\n     (e)  Notwithstanding anything to the contrary set forth above, should\nEmployee die during the first year of this Agreement, Titan shall pay Employee's\nheirs the difference between One Million Dollars ($1,000,000) and what Titan has\npaid Employee to that point during the first year of this Agreement. Should\nEmployee die during the second or third year of this Agreement, Titan shall pay\nEmployee's heirs Eighty-Three Thousand Three Hundred Thirty-Three Dollars\n($83,333.00) multiplied by the number of months (including proportions thereof)\nworked by Employee by Titan minus the amount of money paid by Titan to that\npoint.\n\n     8.  WORK FOR HIRE: Employee hereby acknowledges that all duties performed\n         -------------                                                         \nhereunder were specifically ordered or commissioned by Titan ('Work'); that the\nWork constitutes and shall constitute a work-made-for-hire as defined in the\nUnited States Copyright Act of 1976; that Titan is and shall be the author of\nsaid work-made-for-hire and the owner of all rights in and to the Work\nthroughout the universe, in perpetuity and in all languages, for all now known\nor hereafter existing uses, media and forms, including, without limitation, the\ncopyrights therein and thereto throughout the universe for the initial term and\nany and all extensions and renewals thereof; and that Titan shall have the right\nto make such changes therein and such uses thereof as it may deem necessary or\ndesirable. To the extent that the Work is not recognized as a work-made-for-\nhire, Employee hereby assigns, transfers and conveys to Titan, without\nreservation, all of Employee's right, title and interest throughout the universe\nin perpetuity in the Work, including, without limitation, all rights of\ncopyright and copyright renewal in said Work or any part thereof.\n\n                                       3\n\n \n     9.   CONFIDENTIALITY\/NON-COMPETE: Employee acknowledges and agrees that it\n          ---------------------------\nis a condition precedent to this Agreement that he sign the Confidentiality and\nNon-Compete Agreement, which is attached hereto as Exhibit A and hereby\nincorporated herein by reference and made a part hereof.\n\n     10.  ASSIGNMENT: This Agreement contemplates the personal services of\n          ----------\nEmployee and is not assignable by Employee. Titan may assign this Agreement in\nwhole or in part, without limitation or restriction.\n\n     11.  ARBITRATION: The parties agree that if a claim or controversy should\n          -----------\narise concerning this Agreement, or the breach of any obligation arising under\nthis Agreement, or the interpretation of this Agreement, such dispute shall be\nresolved by binding arbitration under the Commercial Arbitration Rules of the\nAmerican Arbitration Association with the arbitration to be held in Stamford,\nConnecticut. The parties shall each pay one-half (1\/2) of the costs of the\narbitrator and the arbitrator shall thereafter award costs and attorneys' fees\nto the prevailing party. The arbitration award shall be binding and non-\nappealable, and may be entered as a final judgment in any court having\njurisdiction over the award.\n\n     12.  NOTICES:  Any notices are to be sent by certified mail, return receipt\n          -------                                                               \nrequested, federal express, or first class postal service and addressed as\nfollows:\n\n            TO TITAN:    Titan Sports, Inc.\n                         Attn:  Linda E. McMahon\n                                President and Chief Executive Officer\n                                1241 East Main Street\n                                Stamford, CT  06902 \n\n            TO EMPLOYEE: August J. Liguori\n                         15 Horton Court                        \n                         West Harrison, NY  10604 \n\n     13.  GOVERNING LAW: This Agreement shall be governed by the laws of the\n          -------------                                                      \nState of Connecticut governing contracts entered into and to be fully performed\ntherein.\n\n     14.  SEVERABILITY: In the event that any provision or portion of this\n          ------------                                                     \nAgreement shall be declared invalid or unenforceable for any reason by a court\nof competent jurisdiction, such provision or portion shall be considered\nseparate and apart from the remainder of this Agreement, which shall remain in\nfull force and effect.\n\n     15.  NAME AND LIKENESS: Titan and its licensees and\/or assignees shall\n          -----------------                                                 \nhave the exclusive and perpetual right, but not the obligation, to use and\nlicense the use of Employee's name, photograph, likeness and approved\nbiographical data ('Name and Likeness') for the purpose of advertising,\nmarketing, promoting, publicizing and exploiting any matter related to the\nDuties performed hereunder with Employee's permission, which shall not be\nunreasonably withheld.\n\n                                       4\n\n \n     16.  INDEMNITY: a)  Employee shall hold Titan, its parent, subsidiary and\n          ---------                                                            \naffiliate companies and the directors, officers, employees, licensees,\nsuccessors, assigns and agents of the foregoing, harmless from and against all\nclaims, liabilities, damages, costs and attorneys' fees arising from any action\nby Employee outside the course and scope of his employment hereunder.\n\n     b)    Titan shall hold Employee harmless from and against all claims,\nliabilities, damages, costs and attorneys' fees arising solely from the\nperformance of Employee's Duties within the course and scope of Employee's\nemployment hereunder.\n\n     17.  REMEDIES: The waiver by either party of any breach hereof shall not\n          --------                                                            \nbe deemed a waiver of any prior or subsequent breach hereof.  All remedies of\neither party shall be cumulative and the pursuit of one remedy shall not be\ndeemed a waiver of any other remedy.\n\n     18.  NO AGENCY: No agency relationship is created between Titan and\n          ---------                                                      \nEmployee by virtue of this Agreement.  Employee has no authority in excess of\nOne Hundred Thousand ($100,000) US Dollars to bind Titan to any contract,\nagreement or other obligation with any third parties, unless such contract,\nagreement or other obligation is co-signed by Titan's President and CEO Linda\nMcMahon.\n\n     19.  INTEGRATION: This Agreement contains the complete understanding\n          -----------                                                     \nexisting between the parties on the subjects covered and supersedes any previous\nwritten or verbal understandings with respect thereto.  This Agreement may not\nbe amended except by a writing signed by authorized representatives of Employee\nand Titan.\n\n     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of\nthe date first above written.\n\nAUGUST J. LIGUORI                     TITAN SPORTS, INC.\n     ('Employee')                          ('Titan')\n\n\nBy:_______________________________    By:_______________________________________\n     August J. Liguori                       Linda E. McMahon\n                                             President &amp; Chief Executive Officer\n\n                                       5\n\n\n \nOmmitted Exhibit\n-------- -------\n\n\nEXHIBIT A: Confidentiality\/Non-Compete\/Agreement\n\n\n\n\n\n\n\n\n\n\n\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9360],"corporate_contracts_industries":[9532],"corporate_contracts_types":[9539,9544],"class_list":["post-39653","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-world-wrestling-federation-entertainment-inc","corporate_contracts_industries-travel__services","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39653","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=39653"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39653"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39653"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39653"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}