EMPLOYMENT
AGREEMENT
EMPLOYMENT
AGREEMENT, dated as of
June 4, 2007, by and Green Screen Interactive Software, LLC,
formerly Green Screen, LLC, a Delaware limited liability company
with its offices at 575 Broadway - 6 th Floor, New York,
NY 10012 (“ Employer ”), and David J.
Fremed, an individual having an address at 849 Longview Avenue,
North Woodmere, New York 11581 (“ Senior
Executive ” or “ Executive
”).
In
consideration of the premises and the mutual promises and covenants
herein contained and for other good and valuable consideration, the
parties agree as follows:
1. Term of
Employment. Executive’s employment under this Employment
Agreement shall commence on August 16, 2007 (the “
Commencement Date ”) and will expire on June
15, 2010 (the “ Employment Term
”).
(a) Executive shall serve as the Chief Financial
Officer of Employer.
(b) The Executive shall have such management and
oversight responsibilities and authority as are necessary to
efficiently administer the general financial affairs of the
Employer and such other further reasonably related duties, powers
and prerogatives as Employer management may delegate to Executive
from time to time. The Executive shall report to the President of
Employer, currently Mark Seremet.
(c) During the Employment Term, Executive shall
devote substantially all of his business time and efforts to the
performance of his duties hereunder.
3.
Base Salary.
During the first 12 months of the
Employment Term, Employer shall pay Executive a base salary at the
annual rate of not less than $250,000. During the second 12 months
of the Employment Term, Employer shall pay Executive a base salary
of not less than $265,000. After the first 24 months of the
Employment Term, Employer shall pay Executive a base salary of not
less than $285,000. Base salary shall be payable in each case in
accordance with the usual payroll practices of Employer and shall
be subject to review from time to time by Employer for increases.
The base salary as determined as aforesaid from time to time shall
constitute “ Base Salary ” for
purposes of this Employment Agreement.
(a) Bonus. In addition to his Base Salary Executive shall
receive a bonus of at least $50,000 per 12 month period, starting
on the date of this Employment Agreement, paid $12,500 per quarter
(paid with the payroll following September 4, December 4, March 4
and June 4) based on milestones to be agreed upon by Executive and
Employer’s President. In addition, Executive shall receive a
one time bonus of $35,000 upon the closing of the second round of
financing of the Employer if the amount of such round of financing
is at least $40,000,000 (the “ Financing
Bonus ”).
(b) Equity. Equity grants to Executive are as described in
the 2 nd Amended and Restated Limited Liability Company
Agreement of Green Screen Interactive Software, LLC, effective as
of April 1, 2007, as may be amended from time to time (the “
LLC Agreement ”), namely 24,000 Incentive
Units, subject to Board approval and Executive executing the LLC
Agreement. After such events occur, vesting shall be deemed to have
started as of June 4, 2007 in accordance with the LLC
Agreement..
(c) Car Allowance. Employer shall reimburse Executive up to $500
per month for expenses associated with his automobile, exclusive of
parking. Company shall also reimburse Executive for parking when
Executive drives to Employer’s headquarters in New York
City.
5. Employee
Benefits and Vacation.
(a) During the Employment Term, beginning with the
Commencement Date, Executive shall be entitled to participate in
all pension, retirement, savings, welfare and other employee
benefit plans and arrangements, such as medical insurance and a
401(k) program, in the event Employer establishes such program and
fringe benefits and perquisites generally maintained by Employer
from time to time for the benefit of the senior executives of
Employer.
(b) During the Employment Term, Executive shall be
entitled to vacation each year in accordance with Employer’s
policies as may be in effect from time to time, but in no event
less than four (4) weeks paid vacation per calendar year. Executive
shall also be entitled to such periods of sick leave as is
customarily provided by Employer for its senior executive
employees.
6.
Business Expenses
. Employer shall reimburse
Executive for the travel, entertainment, professional dues and fees
and other business expenses incurred by Executive in the
performance of his duties hereunder, in accordance with
Employer’s policies as may be in effect from time to
time.
7.
Termination
. (a) Notwithstanding anything to the contrary which
may be contained in this Employment Agreement, Executive’s
employment is at will, subject to the terms and conditions of this
Employment Agreement. Employer may terminate the Executive’s
employment at any time for any reason or no reason. If the
Executive’s employment is terminated by Employer without
Cause, but not in connection with a Change of Control event, the
Executive will receive an amount equal to the last six months of
Base Salary paid (or owing) to him prior to such termination plus
the amount of bonuses paid to Executive during such six month
period (excluding the Financing Bonus) and full benefits for such
six month period that existed at the time of termination. Such
amount shall be paid to Executive in equal installments over six
months, paid in accordance with Employer’s then current
payroll schedule. “ Cause ” is defined
as, during the Employment Term,
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the refusal of
Executive to follow the proper written direction of the Board of
Managers of Employer (the “ Board ”),
provided that the foregoing refusal shall not be
“Cause” if Executive in good faith believes that such
direction is illegal, unethical or immoral and promptly so notifies
the Board;
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substantial and
continuing willful refusal by Executive to perform the duties
required of him hereunder (other than any such failure resulting
from incapacity due to physical or mental illness) after a written
demand for substantial performance is delivered to Executive by the
Board or its the Chairman, specifically identifying the manner in
which it is believed that Executive has substantially and
continually refused to attempt to perform his duties
hereunder;
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Executive being
convicted of a felony (other than a felony involving a motor
vehicle);
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the substantial
breach by Executive of any material fiduciary duty owed by
Executive to Employer, as determined by Employer, in its reasonable
discretion, or
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Executive’s misappropriation or fraud with
regard to Employer (other than good faith expense account
disputes).
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(b)
During the Employment Term, in the
event Executive is terminated as a result of Change of Control of
Employer, or if, in connection with any Change of Control,
Executive’s duties are diminished below those of the Chief
Financial Officer or materially diminished below those that he had
in the month prior to the Change of Control and Executive resigns
due to such diminution of duties, Executive shall receive severance
equal to his Base Salary for the 12 months preceding such
termination plus the amount
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