EMPLOYMENT AGREEMENT
--------------------
This Employment Agreement ("Agreement") is between National
Lampoon, Inc.
("Employer"), with its principal place of business at 8228 Sunset
Blvd., Los
Angeles, California 90046, ("Employer") and Lorraine Evanoff
("Employee") whose
address is 269 S. Beverly Drive, #257, Beverly Hills, California
90212. This
date of this Agreement is October 27, 2008 (the "Effective
Date").
1.
EMPLOYMENT: Employer hereby agrees to employ Employee as its
principal
accounting
officer and Employee hereby agrees to accept such employment
under the
terms and conditions set forth below. Employee shall be based
in
Los
Angeles, California but shall travel as reasonably required by
Employer.
2. TITLE:
Chief Financial Officer
3. TERM:
Employment shall be at will, subject to the termination
provisions
included
in paragraph 15 below.
4. BASE
SALARY: Employee's compensation shall be One Hundred Thousand
Dollars
($100,000)
per year, subject to normal statutory deductions, payable
semi-monthly or in accordance with Employer's then existing
payment
policy.
5.
OPTIONS: Employee has been or will be granted options to
purchase
Employer's
common stock as follows:
(a) An option to
purchase 150,000 shares of Employer's common
stock at an exercise price of $2.30 was granted to Employee on
December 17, 2007. The right to purchase 50,000 shares of
common stock vested immediately and the right to purchase the
remaining 100,000 shares of common stock will vest over the 36
month period following the grant date.
(b) An option to
purchase 100,000 shares of Employer's common
stock will be granted on the date that the American Stock
Exchange notifies the Employer that it has regained compliance
with Section 1003(a)(iv) of the AMEX Company Guide, as
required by the letter received by the Employer on February
27, 2008 from the American Stock Exchange. The right to
purchase the common stock will vest on the date (the
"Notification Date") that the Employer receives written
notification from the American Stock Exchange that it has
regained compliance with Section 1003(a)(iv) of the AMEX
Company Guide. The exercise price will be equal to the last
sale price of Employer's common stock on the Notification
Date. If no sales of Employer's common stock are made on the
Notification Date, then the exercise price will be equal to
the last sale price of Employer's common stock on the last day
prior to the Notification Date on which trades were made and
reported. The term of the option will be 5 years.
<PAGE>
(c) Until this
Agreement is terminated in accordance with
paragraph 15 below, on January 31, 2009 and on January 31st of
each year thereafter, Employee will receive an option to
purchase 100,000 shares of Employer's common stock at an
exercise price that is equal to or greater than the last sale
price of Employer's common stock on the grant date. If no
sales of Employer's common stock are made on the grant date,
then the exercise price will be equal to the last sale price
of Employer's common stock on the last day prior to the grant
date on which trades were made and reported. The right to
purchase the common stock will vest in equal increments over
36 months. The term of the option will be 10 years.
6.
BENEFITS: During Employee's employment under this Agreement,
Employee
shall be
entitled to participate in any and all medical, pension, dental
and life
insurance plans and disability income plans, retirement
arrangements and other employment benefits as in effect from time
to time
for the
employees of Employer generally. Such participation shall be
subject to
(i) the terms of the applicable plan documents (including, as
applicable, provisions granting discretion to Employer's Board
of
Directors
or any administrative or other committee provided for therein
or
contemplated thereby) and (ii) Employer's generally applicable
policies.
Employee
shall be entitled to accrue vacation time at the rate of 10
business
days per year, in accordance with Employer's vacation policy.
Vacation
time shall accrue as of November 1, 2007. Employer shall
reimburse
Employee for all reasonable business expenses incurred by
Employee
during Employee's employment hereunder to the extent in
compliance
with Employer's business expense reimbursement policies in
effect
from time to time and upon presentation by Employee of such
documentation and records as Employer shall from time to time
reasonably
require.
7.
SERVICES: Employee's services shall not be exclusive to Employer.
Employee
shall
render such services as are customarily rendered by persons in
Employee's
capacity in the entertainment industry and as may be reasonably
requested
by Employer. Employee hereby agrees to comply with all
reasonable
requirements, directions and requests, and with all reasonable
rules and
regulations made by Employer in connection with the regular
conduct of
its business; to render services during Employee's employment
hereunder
whenever and wherever and as often as Employer may reasonably
require in
a competent, conscientious and professional manner. Employee
acknowledges receipt of a handbook setting forth Employer's rules
and
policies.
8.
INDEMNITY. Subsequent to the execution of this Agreement, Employer
and
Employee
shall execute and deliver to each other an Indemnity Agreement.
The
delivery of such agreement by Employer is in consideration for
the
performance by Employee of her obligations since the start of
her
employment
and under this Agreement.
9.
CONFIDENTIAL INFORMATION; RESULTS AND PROCEEDS: Employee hereby
expressly
agrees
that Employee will not disclose any confidential matters of
Employer
prior to, during or after Employee's employment. In addition,
Employee
agrees that Employer shall own all rights of every kind and
character
throughout the universe, in perpetuity to any material and/or
idea
suggested or submitted by Employee or suggested or submitted to
Employee
by a third party that occurs during Employee's employment.
Employee
agrees that Employer shall own all the results and proceeds of
Employee's
services that are related to Employee's employment and
responsibilities, whether rendered before or after the Effective
Date.
10. NOTICES: All
notices to be given pursuant to this agreement shall be
effected
either by mail or personal delivery in writing at the addresses
first
above written.
<PAGE>
11. COMPLETE
AGREEMENT; MODIFICATIONS: Each party to this Agreement
acknowledges that no representations, inducements, promises, or
agreements, orally or otherwise, have been made by any party, or
anyone
acting on
behalf of any party that are not embodied herein, and that no
other
agreement, statement, or promise not contained in this
Agreement
shall be
valid or binding. This Agreement embodies the complete
agreement
and
understanding between the parties and supersedes all prior
understandings, agreements or representations by or between the
parties,
written or
oral, which may have related to the subject matter hereof. Any
modification of this Agreement will be effective only if it is in
writing
and signed
by the party to be charged.
12. LAWS: This
agreement will be governed by the laws of the State of
California
irrespective of rules pertaining to conflicts of laws. This
Agreement
may be executed via facsimile and/or
