AGREEMENT ("Agreement") made this 18th day of April, 2000, by and among
WHITESTAR MARINE RECOVERY, LTD., a British Virgin Islands corporation and a
wholly-owned subsidiary (hereinafter referred to as the "Company") of RMS
TITANIC, INC., ARGOSY INTERNATIONAL, LTD. , a Turks and Caicos Islands
corporation ("Lender") and GRAHAM JESSOP ("Jessop").
W I T N E S S E T H :
WHEREAS, Lender and RMS Titanic, Inc. signed an agreement (the
"Acquisition Agreement") which Acquisition Agreement was consummated
simultaneously with the execution of this Agreement and which provides for the
acquisition by RMS Titanic, Inc. from Lender of certain assets (the "Intangible
Assets") in consideration of 600,000 shares of common stock of the RMS Titanic,
Inc.; and
WHEREAS, Jessop is an employee of Lender; and
WHEREAS, the parties hereto desire to provide for the performance by
Jessop of services for the Company.
NOW, THEREFORE, in consideration of the mutual covenants , the parties
agree as follows:
1. Loan Out. Lender shall cause Jessop to perform services for
the Company in accordance with this Agreement.
2. Jessop's Acknowledgment. Jessop acknowledges that he (a) will
perform the services for the Company and (b) agrees to be bound by the
provisions of this Agreement.
3. Duties. Except with respect to the salvage ship RMS Titanic, Jessop
shall be in charge of doing all procedures for (a) investigating potential
salvaging of sunken ships; (b) removing cargo in connection with the salvaging
of sunken ships and (c) exploiting a sunken ship and the cargo removed from the
sunken ship so salvaged. Jessop shall be the salvage master of the Company, but
shall be subject to the Board of Directors of the Company. If elected an officer
or director of the Company, he shall perform such duties without further
compensation. During the term hereof, Jessop shall devote his full time and
attention to the business and affairs of the Company and shall use his best
efforts to advance the best interests of the Company at all times.
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4. Term. The term of the duties of Jessop shall commence on the date
hereof and terminate on January 3, 2003.
5. Place of Performance. Jessop shall perform his duties hereunder at
the offices of Lender; provided, however, that he may be reasonably required to
travel and render services in different locations from time to time incident to
the performance of such duties.
6. Compensation.
(a) The Company shall pay Lender and Lender shall accept basic
compensation for all of Jessop's services provided by Lender and performed by
Jessop hereunder of a salary at the annual rate of $125,000 to be paid in
bi-weekly installments. The Company shall be entitled to withhold such amounts
on account of payroll taxes and similar matters as are required by applicable
law, rule, or regulation of any appropriate governmental authority. Said
compensation shall continue to be paid during any period of consecutive three
months physical or mental incapacity unless and until Jessop's employment is
terminated as herein provided.
(b) During the term of Jessop's services hereunder, the Company
shall pay the reasonable expenses incurred by Jessop or Lender (within limits
that may be established by the Board of Directors of the Company) in the
performance of his duties hereunder (or shall reimburse Jessop and Lender on
account of such expenses paid directly by Jessop or Lender) promptly upon the
submission to the Company by Lender and Jessop of appropriate vouchers.
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7. Stock Options. Upon RMS Titanic, Inc.'s adoption of an employee
stock option plan, the Company shall grant Jessop stock options pursuant to such
adoption plan in the aggregate amount of 250,000 options to purchase 250,000
shares of the Company's common stock. The exercise of such option shall be as
follows:
(a) 83,333 options to be exercised during the period commencing
April 1, 2000 and terminating at 11:00 o'clock p.m. on March 31, 2003 at an
exercise price of $3.00 per share;
(b) 83,333 options to be exercised during the period commencing
April 1, 2001 and terminating at 11:00 o'clock p.m. on March 31, 2003 at an
exercise price of $4.00 per share;
(c) 83,334 options to be exercised during the period commencing
on the date hereof and terminating at 11:00 o'clock p.m. on March 31, 2003 at an
exercise price of $5.00 per share.
8. Inventions and Confidential Information.
(a) Any and all inventions, products, discoveries, improvements,
processes, formulae, manufacturing methods or techniques, designs, or styles
(collectively hereinafter referred to as "Inventions") made, developed, or
created by Lender and Jessop (alone or in conjunction with others) during the
term of Jessop's services for the Company and for a period of one year
thereafter that may be directly or indirectly useful in or related to the
business of, or tests being carried out by the Company, RMS Titanic, Inc. or any
of RMS Titanic, Inc.'s or the Company's subsidiaries shall be promptly disclosed
by Lender and Jessop to the Board of Directors of the Company and shall be the
Company's exclusive property.
(b) Lender and Jessop will upon the Company's request, execute any
documents necessary or advisable in the opinion of the Company's counsel to
direct issuance of patents to the Company with respect to Inventions that are to
be the Company's exclusive property under this Section 8 or to vest in the
Company title to such Inventions, the expense of securing any patent, however,
to be borne by the Company.
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(c) Lender and Jessop will keep confidential and will hold for
the Company's sole benefit any Invention that is to be the Company's exclusive
property under this Section 8 for which no patent is issued or not applied.
(d) Each of Lender and Jessop will not without the prior written
consent of the Board of Directors of the Company (i) use for his benefit or
disclose (except in the ordinary course of his performance of services) at any
time thereafter, any information that was obtained or developed by it or him
while in the performance of Jessop's services for the Company with respect to
any of the Inventions or any customers, suppliers, products, employees,
financial affairs, or methods of design, distribution, procurement, or
manufacture of the Company, RMS Titanic, Inc. or any of RMS Titanic, Inc.'s or
the Company's subsidiaries, or any confidential matter or (ii) take with Jessop
upon leaving the Company's term of Jessop's services any document or paper
relating to any of the foregoing.
(e) The provisions of this Section 8 shall be binding upon the
heirs, successors and legal representatives of Jessop.
9. Non-Solicitation. Jessop shall not directly or indirectly, employ,
solicit for employment, or advise or recommend to any other person that he or
they employ or solicit for employment, any employee of the Company, RMS Titanic,
Inc. or of RMS Titaniic, Inc.'s or the Company's subsidiaries for a period of
three years thereafter.
10. Termination.
(a) Notwithstanding any provision of this Agreement to the
contrary, Jessop's services and the rights and obligations of Lender pursuant to
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this Agreement shall terminate upon Jessop's death. In addition, the Company may
terminate Jessop's services by giving Jessop and Lender written notice of such
termination (i) for cause, as hereinafter defined; (ii) if Jessop or Lender
shall violate any of the provisions of paragraphs 8 and 9 hereof; or (iii) if
Jessop shall become physically or mentally incapacitated and by reason thereof
unable to perform his duties hereunder for a period of three consecutive months.
For the purpose of clause (i) of this subparagraph 9(a), "for cause" shall mean
any of the following events: (x) conviction in a court law of any crime or
offense involving money or other property of the Company or any of its
subsidiaries, or any felony; or (y) violation of specific written directions of
the Board of Directors of the Company; or (z) failure or refusal to perform
duties in accordance with this Agreement, provided, however, no discharge shall
be deemed "for cause" under this clause (z) unless Jessop and Lender shall have
first received written notice from the Board of Directors of the Company
advising of the acts or omissions that constitute the failure or refusal to
perform his duties, and such failure or refusal continues after he shall have
had a reasonable opportunity to correct the acts or omissions so complained of.
(b) The Company's right of termination shall be in addition to and
shall not affect its rights and remedies under paragraphs 8 and 11 of this
Agreement, and such rights and remedies under such paragraphs shall survive
termination of this Agreement and Jessop's services to the Company.
(c) In the event of termination of Jessop's services pursuant to
the provisions of this Agreement, neither Jessop or Lender shall have any right
to receive any compensation for any period subsequent to the date of such
termination.
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11. Default. Lender and the Company recognize that Jessop's services to
be performed hereunder are of a unique, special, and extraordinary character,
and that in the event of any conduct by Jessop and Lender violating any
provision of this Agreement, the Company shall be entitled, if it so elects, to
institute and prosecute proceedings in any court of competent jurisdiction,
either at law or in equity, to obtain damages for such conduct, to enforce
specific performance of such provision, to enjoin Jessop and/or Lender from such
conduct, or to obtain any other relief, or any combination of the foregoing that
the Company may elect to pursue.
12. Notices. All notices, requests and other communications shall be
deemed duly given if mailed, postage prepaid, registered or certified, return
receipt requested, addressed to the parties below as follows or telecopied to
the parties at their fax numbers set forth below:
If to the Company:
17 Battery Place
New York, New York 10004
Tel. (212) 558-6300
Fax (212) 482-1912
If to Lender:
c/o Graham Jessop
Cour Bizet
Les Bas Fald
Point El'Eveque
France 14120
Tel. 33-231-648-164
Fax 33-231-647-838
If to Jessop:
Cour Bizet
Les Bas Fald
Point El'Eveque
France 14120
Tel. 33-231-648-164
Fax 33-231-647-838
or such other address or fax number as either party may give by appropriate
notice.
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IN WITNESS WHEREOF, the parties have executed this Agreement the day
and year first above written.
WHITESTAR MARINE RECOVERY, LTD.
By
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President
ARGOSY INTERNATIONAL, LTD.
By
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President
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GRAHAM JESSOP
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