Exhibit 10.3
Application for confidential treatment for a portion of this document has been
submitted to the Securities and Exchange Commission pursuant to Rule 24b-2 under
the Securities Exchange Act of 1934.
This document omits the information
subject to the confidentiality request.
Omissions are designated by the symbol
"**".
A complete version of this document has been filed separately with the
Securities and Exchange Commission.
EMPLOYMENT AGREEMENT, INCLUDING AGREEMENT TO
ARBITRATE, NONCOMPETITION AGREEMENT AND
NONDISCLOSURE AGREEMENT
This Agreement is made and entered into on August 31, 2007 (effective as of
January 1, 2007), by and between James S. Peliotes ("Employee") and Heeling
Sports Limited, a Texas limited partnership (the "Company").
R E C I T A L S
A.
EMPLOYEE IS CURRENTLY SERVING AS VICE
PRESIDENT - MARKETING OF THE COMPANY.
B.
IN THE COURSE OF EMPLOYEE'S EMPLOYMENT
WITH THE COMPANY, EMPLOYEE HAS AND WILL CONTINUE TO GAIN ACCESS TO CONFIDENTIAL
INFORMATION, AS HEREINAFTER DEFINED, RELATING TO THE BUSINESS OF THE COMPANY.
C.
COMPANY AND EMPLOYEE DESIRE A SPEEDY,
ECONOMICAL AND IMPARTIAL DISPUTE RESOLUTION PROCEDURE.
D.
EMPLOYEE'S PERFORMANCE OF SERVICES TO THE
COMPANY MAY RESULT IN DISCOVERIES, AS HEREINAFTER DEFINED.
E.
THE PARTIES HERETO DESIRE TO ENTER INTO
THIS AGREEMENT IN ORDER TO SET FORTH THE RESPECTIVE RIGHTS, LIMITATIONS AND
OBLIGATIONS OF BOTH THE COMPANY AND EMPLOYEE WITH RESPECT TO EMPLOYEE'S
EMPLOYMENT WITH THE COMPANY, THE CONFIDENTIAL INFORMATION, THE DISCOVERIES,
ARBITRATION AND THE OTHER MATTERS SET FORTH HEREIN.
NOW, THEREFORE, in consideration of the employment of Employee by the Company,
the compensation paid to Employee, and the Company continuing to provide
Confidential Information to Employee, as well as the other mutual promises
hereinafter contained, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1.
EMPLOYMENT.
THE COMPANY AGREES TO
CONTINUE TO EMPLOY EMPLOYEE AND EMPLOYEE HEREBY ACCEPTS SUCH CONTINUED
EMPLOYMENT FROM THE COMPANY UPON THE TERMS AND CONDITIONS SET FORTH IN THIS
AGREEMENT FOR THE PERIOD BEGINNING ON THE DATE EMPLOYEE BECAME EMPLOYED BY THE
COMPANY AND CONTINUING THROUGH DECEMBER 31, 2007 ("EMPLOYMENT PERIOD") WHICH
SHALL BE AUTOMATICALLY RENEWABLE IN ONE YEAR INCREMENTS AT THE END OF SUCH
PERIOD AND EACH ANNIVERSARY DATE THEREAFTER, UNLESS TERMINATED BY EITHER PARTY
IN WRITING AT LEAST 90 DAYS PRIOR TO THE END OF SUCH TERM OR TERMINATED EARLIER
IN ACCORDANCE WITH SECTION 5 HEREOF.
2.
SERVICES.
DURING THE EMPLOYMENT PERIOD,
EMPLOYEE WILL RENDER THE SERVICES TO THE COMPANY AS VICE PRESIDENT - MARKETING,
AND/OR SUCH
1
OTHER POSITION AS AGREED TO BY THE BOARD OF DIRECTORS AND EMPLOYEE.
EMPLOYEE
COVENANTS THAT HE WILL DEVOTE HIS BEST EFFORTS, KNOWLEDGE, SKILL AND ENTIRE
PRODUCTIVE TIME AND ATTENTION (EXCEPT FOR VACATION OR OTHER LEAVE PERIODS) TO
THE BUSINESS OF THE COMPANY AND WILL FAITHFULLY AND DILIGENTLY CARRY OUT SUCH
DUTIES AND HAVE SUCH RESPONSIBILITIES AS ARE CUSTOMARY FOR PERSONS EMPLOYED IN A
SUBSTANTIALLY SIMILAR CAPACITY FOR SIMILAR COMPANIES.
EMPLOYEE SHALL ALSO USE
HIS BEST EFFORTS TO INITIATE, PRESERVE AND MAINTAIN THE FAVORABLE RELATIONSHIPS
OF THE COMPANY WITH ITS CUSTOMERS,