Texas
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001-13992
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76-0037324
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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ITEM 5.02
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COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
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ITEM 9.01
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FINANCIAL STATEMENTS AND EXHIBITS
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Exhibit Number
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Description
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10.1
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Employment Agreement
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RICK'S CABARET INTERNATIONAL, INC.
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Date: June 30, 2011
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By: /s/ Eric Langan
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Eric Langan
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President and Chief Executive Officer
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4.
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Compensation and Benefits During the Employment Term.
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(a)
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Salary. Commencing upon the date of this Agreement, Executive will be paid an annual base salary of $215,000, 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 Board of Directors of the Company after a review of Executive's performance of his duties hereunder.
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(b)
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Bonus. As further compensation, Executive will be eligible for bonuses as determined from time to time by the Board of Directors.
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(c)
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Expenses. Upon submission of a detailed statement and reasonable documentation, the 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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(d)
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Benefits; Insurance.
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(i)
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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 the 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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(ii)
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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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(iii)
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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 the Company currently provides or such additional benefits as the Company may provide for its executive officers in the future.
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(e)
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Vacation. Executive will be entitled to two weeks paid vacation each year of this Agreement.
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(a)
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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 the Company or any of its affiliates. Without the prior written consent of the 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 the Company and that at the termination and/or expiration of this Agreement, at the Company's written request, Executive shall promptly return to the Company any and all such information so requested by the 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:
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(i)
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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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(ii)
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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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(iii)
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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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(iv)
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is required to be disclosed by law.
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(b)
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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 or is in any business similar to or competitive with the female entertainment business presently conducted by the Company anywhere in the United States within 50 miles of any female entertainment business of the Company or any female entertainment business of the Company under construction, under contract, in development or leased by or to the Company, for a period of two years (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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(i)
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Due to the nature of the Company's business, the foregoing covenants place no greater restraint upon Executive than is reasonably necessary to protect the business and goodwill of the Company;
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(ii)
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These covenants protect the legitimate interests of the Company and do not serve solely to limit the Company's future competition;
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(iii)
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This Agreement is not an invalid or unreasonable restraint of trade;
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(iv)
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A breach of these covenants by Executive would cause irreparable damage to the Company;
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(v)
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These covenants are reasonable in scope and are reasonably necessary to protect the Company's business and goodwill which the Company has established through its own expense and effort; and
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(vi)
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The signing of this Agreement is necessary as part of the consummation of the transactions described in the preamble.
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(a)
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Disability. The Company shall have the right to terminate the employment of the Executive under this Agreement for disability in the event Executive suffers an injury, illness, or incapacity of such character as to substantially disable him from performing his duties without reasonable accommodation by the Company hereunder for a period of more than one hundred eighty (180) consecutive days upon the Company giving at least thirty (30) days written notice of termination.
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(b)
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Death. This Agreement will terminate on the Death of the Executive.
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(c)
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With Cause. The Company may terminate this Agreement at any time because of (i) Executive's material breach of any term of the Agreement, (ii) the determination by the Board of Directors in the exercise of its reasonable judgment that Executive has committed an act or acts constituting a felony or other crime involving moral turpitude, dishonesty or theft or fraud; or (iii) Executive's gross negligence in the performance of his duties hereunder, provided, in each case, however, that the Company shall not terminate this Agreement pursuant to this Section 7(c) unless the Company shall first have delivered to the Executive, a notice which specifically identifies such breach or misconduct and the executive shall not have cured the same within fifteen (15) days after receipt of such notice.
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(d)
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Good Reason. The Executive may terminate his employment for "Good Reason" if:
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(i)
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he is assigned, without his express written consent, any duties materially inconsistent with his positions, duties, responsibilities, or status with the Company as of the date hereof, or a change in his reporting responsibilities or titles as in effect as of the date hereof; provided, however, that Executive must provide the Company with written notice of his dispute of such re-assignment of duties or change in his reporting responsibilities under this Section 7(d)(i) and give the Company opportunity to cure such inconsistency. If such dispute is not resolved within thirty (30) days, the Company shall submit such dispute to arbitration under Section 14.
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(ii)
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his compensation is reduced;
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(iii)
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the Company does not pay any material amount of compensation due hereunder and then fails either to pay such amount within the ten (10) day notice period required for termination hereunder or to contest in good faith such notice. Further, if such contest is not resolved within thirty (30) days, the Company shall submit such dispute to arbitration under Section 14.
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(e)
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Voluntary Termination. The Executive may terminate his employment voluntarily.
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(f)
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Without Cause. The Company may terminate this Agreement without cause.
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8.
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Obligations of Company Upon Termination.
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(a)
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In the event of the termination of Executive's employment pursuant to Section 7 (a), (b), (c) or (e), Executive will be entitled only to the compensation earned by him hereunder as of the date of such termination (plus life insurance or disability benefits if applicable and provided for pursuant to Section 4(c)).
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(b)
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In the event of the termination of Executive’s employment pursuant to Section 7 (d) or (f), Executive will be entitled to receive in one lump sum payment the full remaining amount under the Term of this Agreement to which he would have been entitled had this Agreement not been terminated.
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If to Company:
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Rick's Cabaret International, Inc.
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If to Executive:
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Phil Marshall
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COMPANY: | |||
RICK'S CABARET INTERNATIONAL, INC.
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By:
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/s/ Eric Langan | |
Eric Langan, President/CEO
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Title |
EXECUTIVE: | |||
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By:
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/s/ Phillip K. Marshall | |
Phillip K. Marshall |