EXHIBIT 10.3


 


EMPLOYMENT AGREEMENT


 


This Employment Agreement (“Agreement”) is
made and entered into as of August   , 2005 (the “Effective
Date”) by and between Jirka Rysavy (“Executive”), and Gaiam, Inc.,
a Colorado corporation (“Company”).


 


1.             TERM OF EMPLOYMENT: 
Subject to the terms of this Agreement, Company hereby agrees to employ
Executive, and Executive hereby agrees to accept such employment, for the
period beginning on the Effective Date and ending on the fourth anniversary of
the Effective Date or such earlier date upon which employment is terminated by
Company or Executive in accordance with the terms hereof (the “Term”).


 


2.             POSITION AND
DUTIES:  During the Term, Executive shall serve as
Chairman of the Board and Chief Executive Officer of Company, shall report to
the Board of Directors (the “Board”), and shall perform such duties,
consistent with such positions, as the Board may assign, delegate or limit from
time to time.  Executive shall diligently
devote such business time, energy and ability to the business of Company as is
necessary to perform Executive’s duties, and shall perform those duties fully,
faithfully, efficiently and in compliance with law.


 


3.             COMPENSATION AND
BENEFITS:  Company shall pay Executive an annual base
salary of $290,000 (the “Base Salary”), which shall be earned and shall
be payable in regular installments in accordance with Company’s normal payroll
practices, less required or authorized deductions.  Executive shall be eligible to participate in
all of the Company’s bonus programs for executive officers.  The Board shall review Executive’s
performance annually.  Executive shall be
entitled to customary benefits as determined by the Board, including five weeks
of paid vacation days and a certain number of paid sick days, and the right to
participate in Company’s retirement plans and group health plans applicable to
Executive.  Company agrees to reimburse
Executive, subject to its normal policy and practices, for travel and other
expenses reasonably and necessarily incurred or made by Executive in connection
with Company business.


 


4.             MISCELLANEOUS:


 


(a)           Notices:  All notices hereunder shall be in writing and
shall be directed to the applicable address set forth on the signature page hereto.


 


(b)           Survivability:  The expiration or termination of the
employment of Executive or of this Agreement shall not operate to affect such of the provisions hereof as are
expressed to remain in full force and effect notwithstanding such termination
or expiration.


 


(c)           Successors; No
Assignment of Agreement: 
Except as otherwise provided herein, this Agreement shall be binding
upon and shall inure to the benefit of the parties hereto and their respective
legal representatives, heirs, successors and assigns.  Executive acknowledges that his services are
unique and personal.  Accordingly,
Executive may not assign his rights or delegate his duties or obligations under
this Agreement to any person or entity.


 


(d)           Additional Representations:  Executive represents and warrants that he has
the full capacity, right and authority to enter into this Agreement and to
render the services as


 





















 


required under this
Agreement, and that by signing this Agreement he is not breaching any contract
or legal obligation he owes to any third party. 
Executive represents and warrants to Company that he is knowledgeable
and sophisticated as to business matters, including the subject matter of this
Agreement, that he has read this Agreement and that he understands its
terms.  Executive acknowledges that,
prior to assenting to the terms
of this Agreement, he had been given a reasonable time to review it, to consult
with counsel of his choice, and to negotiate at arm’s length with Company as to
its contents.  Company and Executive
agree that the language used in this Agreement is the language chosen by the
parties to express their mutual intent, and that Executive has entered into
this Agreement freely and voluntarily and without pressure or coercion from
anyone. Executive represents and warrants to Company that he is not bound by
any agreement or subject to any restriction that would interfere with or
prevent him from entering into or carrying out this Agreement.


 


(e)           Rights and Waivers:  All rights and remedies of the parties hereto
are separate and cumulative, and no one of them, whether exercised or not,
shall be deemed to be to the exclusion of any other rights or remedies or shall
be deemed to limit or prejudice any other legal or equitable rights or remedies
which either of the parties hereto may have. 
No party to this Agreement shall be deemed to waive any rights or
remedies under this Agreement unless such waiver is in writing and signed by
such party.  No delay or omission on the
part of either party in exercising any right or remedy shall operate as a
waiver of such right or remedy or any other rights or remedies.  A waiver on any one occasion shall not be
construed as a bar to or a waiver of any right or remedy on any future
occasion.


 


(f)            Withholding:  Company may withhold from any amounts payable
under this Agreement such federal,
state or local taxes as shall be required to be withheld pursuant to any
applicable law or regulation.


 


(g)           Miscellaneous:  Any
provision of this Agreement may be waived or amended if, and only if, such
amendment or waiver is in writing and signed by all of the parties.  This Agreement constitutes the entire
agreement and understanding of the parties hereto and supersedes all prior agreements and understandings,
both written and oral, among the parties hereto with respect to the subject matter
hereof.  This Agreement shall be governed
by the laws of the State of Colorado (without regard to the choice of law
provisions thereof).  This Agreement may be executed in any number
of counterparts, each of which shall be deemed an original, but such
counterparts together shall constitute one and the same instrument.  The section headings of this Agreement
are for convenience of reference only and shall not be deemed to limit or
affect any of the provisions hereof.  If
a court of competent jurisdiction determines that any provision of this
Agreement is invalid or unenforceable under applicable law, such provision
shall be ineffective only to the extent of such invalidity or unenforceability,
without invalidating the remainder of this Agreement.  The parties also intend that, if a court of
competent jurisdiction finds any provision of this Agreement overly restrictive
or unenforceable as written, it will reform such provision to the least extent
necessary and, as so reformed, will enforce such provision to the maximum
degree permitted under applicable law.


 


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IN WITNESS WHEREOF, Company and Executive, intending to be legally bound, have executed
this Agreement on the day and year first above written.


 


 


	
  EXECUTIVE:

  	
  COMPANY: GAIAM, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
  Name:
  Jirka Rysavy

  	
   

  	
   

  	
  Name:

  
	
   

  	
  Address:

  	
  c/o
  Gaiam, Inc.

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
  360
  Interlocken Blvd.

  	
   

  	
   

  	
  Address:

  	
  360
  Interlocken Blvd.

  
	
   

  	
   

  	
  Broomfield,
  CO 80021

  	
   

  	
   

  	
   

  	
  Broomfield,
  CO 80021

  
	
   

  	
  Facsimile:
  303-222-3609

  	
   

  	
   

  	
  Facsimile:
  303-222-3609

  



 


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