EMPLOYMENT
AGREEMENT
This Employment Agreement is made as of
September 29, 2008 by and between City Loan, and its related
businesses and affiliates (collectively the “Company”)
and David Burke (the “Employee”)(collectively
“the parties”).
The parties hereto agree as follows:
1. Employment
. Subject to the terms and
conditions set forth in this Agreement, the Company agrees to
employ the Employee, and the Employee accepts employment with the
Company, upon the terms set forth in the Agreement.
2. Term . Subject to earlier termination as hereafter
provided, the Employee shall be employed hereunder for an original
term commencing as of September 29, 2008 (the “Effective
Date”) and ending on September 30, 2009. The term of this
employment may be renewed upon mutual agreement of the
parties.
3. Capacity and
Performance .
3.1 Title; Reporting Relationship .
During the term hereof, the Employee shall serve the Company in the
position of Chief Financial Officer (“CFO”), reporting
directly to the Chief Executive Officer (the “CEO”), or
to such other person(s) as the CEO may choose to
designate.
3.2 Performance . During the term hereof,
the Employee shall be employed by the Company on a full-time basis
and shall perform and discharge (faithfully, diligently and to the
best of his ability) such duties and responsibilities on behalf of
the Company as may be designated from time to time by the CEO.
During the term hereof, the Employee shall devote his full efforts
exclusively to the advancement of the business and interests of the
Company and to the discharge of his duties and responsibilities
hereunder. The Employee shall not engage in any other business
activity except as otherwise approved in writing and in advance by
the CEO.
4. Compensation and
Benefits . As
compensation for all services performed by the Employee under this
Agreement and subject to Section 5 hereof and performance of the
Employee’s duties and of the obligations of the Employee to
the Company, pursuant to this Agreement or otherwise, the Employee
shall receive the following:
4.1 Base Salary . During the term hereof,
the Company shall pay the Employee a base salary at the rate of
$12,500 per month, less applicable withholdings and deductions in
accordance with the usual payroll practices of the Company. Such
base salary is hereafter referred to as the “Base
Salary.”
4.2 Signing Bonus . Upon the
Employee’s execution of this Agreement, the Company will
grant the Employee a signing bonus equal to one-half of one percent
(.5%) of the outstanding shares at that time, vesting after 90 days
of employment and subject to a standard lock-up and leak out
agreement governing the sale of shares.
4.3 Cash Bonus . The Employee may be
entitled to receive a Cash Bonus based upon the Company’s
success in Fiscal Year 2009. The amount and the Employee’s
entitlement to receive such Cash Bonus shall be based upon the
metric set forth in the Management By Objective (“MBO”)
plan provided to the Employee by the Company within 60 days of the
beginning of the Employee’s term of employment.
4.4 Equity Bonus . The Employee may be
entitled to additional equity ownership in the Company based upon
the Employee’s performance with the Company. The Employee
shall be eligible to earn up to an additional two percent (2%) of
the outstanding shares at that time, vesting after 36 months of
employment and subject to a standard lock-up and leak out agreement
governing the sale of shares. The Employee’s entitlement to
receive such Equity Bonus shall be based upon the metric set forth
in the Management By Objective (“MBO”) plan provided to
the Employee by the Company within 60 days of the beginning of the
Employee’s term of employment.
4.5 Vacation . During the term hereof,
the Employee shall be entitled to two (2)
weeks of vacation per annum, to be taken at such times and
intervals as shall be approved by the Company, and such approval
will not be unreasonably withheld. The Employee may not accumulate
or carry over from one calendar year to another any unused, accrued
vacation time. In each year, Employee shall also be entitled to
five (5) sick days, but no personal days.
4.6 Other Benefits . During the term
hereof and subject to any contribution generally required of
Employees of the Company, the Employee shall be entitled to
participate in all employee benefit plans and benefit policies from
time to time adopted by the Company and in effect for all employees
of the Company. Such participation shall be subject to (i) the
terms of the applicable plan; (ii) generally applicable Company
policies; and (iii) the discretion of the Company or any
administrative or other committee provided for or contemplated by
such plan. The Company may alter, modify, add to or delete its
employee benefit plans at any time as the Company, in its sole
judgment and discretion, determines to be appropriate.
5. Termination of
Employment .
Notwithstanding the provisions of Section 2 hereof, the
Employee’s employment hereunder shall terminate prior to the
expiration of the term of this Agreement under the following
circumstances:
5.1 Death . In the event of the
Employee’s death during the term hereof, the Employee’s
employment hereunder shall immediately and automatically terminate.
In the event of the Employee’s death during the term hereof,
the Company shall pay to the Employee’s designated
beneficiary or, if no beneficiary has been designated by the
Executive, to his estate: (i) any Base Salary earned but unpaid
through the date of such death; and (ii) amounts legally required
for accrued and unused vacation.
5.2 By the Company . The Company may
terminate the Employee’s employment hereunder for any reason,
at any time, upon notice to the Employee. Upon the giving of notice
of termination of the Employee’s employment, the Company
shall have no further obligation or liability to the Employee
relating to the Employee’s employment hereunder, or the
termination thereof, other than for Base Salary earned but unpaid
through the date of termination and additional Base Salary for
accrued and unused vacation days. Without limiting the generality
of the foregoing, the Company shall have no further obligation to
make any payments to the Employee under this Agreement.
5.3 By Employee for any Reason. Employee
may terminate his employment hereunder at any time upon notice to
the Company. In the event of such termination, the Company shall
pay the Employee (i) Base Salary earned but unpaid through the date
of termination, and (ii) additional Base Salary for accrued and
unused vacation days.
6. Effect of Termination
. The provisions of this Section 6
shall apply in the event of termination due to the expiration of
the term, pursuant to Section 5 or otherwise.
6.1 Payment in Full . Payment by the
Company of any Base Salary or other amounts legally due to the
Employee under the applicable termination provision of Section 5
shall constitute the entire obligation of the Company to the
Employee. Acceptance by the Employee of perfo
