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EMPLOYMENT AGREEMENT
THIS AGREEMENT is entered into by and
between Leonard L. Firestone, a resident of the State of Texas (the
"Executive") and FIRESTONE COMMUNICATIONS, INC. , a Delaware
corporation (the "Company").
WHEREAS , Executive is employed by the
Company and the Company and Executive desire to continue the
employment of Executive on the terms set forth herein, effective on
the date ("Effective Date") of the consummation of the transactions
contemplated by that certain Agreement and Plan of Merger dated the
date hereof among Juniper Partners Acquisition Corp. ("Parent"),
Firecomm Acquisition, Inc., the Company and certain Stockholders of
the Company ("Merger Agreement"); and
WHEREAS , the Company and Executive desire
to further set forth in a written agreement the complete terms and
conditions pursuant to which Executive shall continue to be
employed by the Company; and
WHEREAS , the Company and Executive intend
that this Agreement shall supersede any and all previous oral or
written employment agreements between the Company and
Executive.
NOW, THEREFORE , in consideration of the
covenants and agreements hereinafter set forth, and for other good
and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree as follows:
1.
DEFINITIONS
As used in this Agreement, the following words
and/or phrases shall have the meanings set forth below unless a
different meaning plainly is required by context:
1.1 Agreement shall mean this Employment
Agreement between the Company and Executive.
1.2 Affiliate shall mean any parent,
brother-sister or subsidiary corporation of the Company, any joint
venture in which the Company owns at least a 50 percent interest,
and any partnership, limited liability partnership or limited
liability corporation in which the Company or any of its
wholly-owned subsidiaries owns at least a 50 percent interest.
1.3 Cause shall mean (i) Executive’s
breach of a material provision of this Agreement; (ii)
Executive’s failure to perform any substantial duty and
responsibility of his position with the Company and its affiliates
(other than any such failure resulting from incapacity due to
Disability); (iii) Executive’s engagement in any illegal
conduct or misconduct which is injurious to the Company; (iv)
violation of or failure to adhere to any published Company policy
or procedure or any directive of the Company’s Board of
Directors; (v) Executive’s being charged with or conviction
of, or a plea of guilty or nolo contendere to, (a) a
felony or (b) a misdemeanor involving moral turpitude; (vi)
violation of any of the restrictive covenants contained in Section
4 hereof; (vii) violation of any rule or regulation or agreement
applicable to the Company’s business; (viii)
Executive’s self-employment or employment of Executive by any
person or entity other than the Company or its affiliates; or (ix)
Executive’s engagement in any activity that is in conflict of
interest or competitive with the Company or its affiliates (other
than any isolated, insubstantial or inadvertent action not taken in
bad faith and which is promptly remedied by Executive upon notice
by the Company).
1.4 Company shall mean FIRESTONE
COMMUNICATIONS, INC. , its successors and assigns, and any
other corporation, partnership, limited liability company, sole
proprietorship or other type of business entity into which the
Company may be merged, consolidated or otherwise combined.
1.5 Confidential Information shall mean any
data or information, other than Trade Secrets, that is valuable to
the Company and is not generally known by the public. To the extent
consistent with the foregoing, Confidential Information includes,
but is not limited to, lists (whether or not in writing) of the
Company’s current or potential sponsors or advertisers;
current or potential programming or ideas; lists of and other
information about the Company’s executives and employees;
financial information (whether or not in writing) that has not been
released to the public by the Company; marketing techniques; price
lists and pricing policies; the
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Company’s business methods, contracts and
contractual relations with the Company’s sponsors,
advertisers, and cable and satellite television systems; and future
business plans and strategies. Confidential Information also
includes any information or data described above which the Company
obtains from another party and which the Company treats as
proprietary or designates as confidential information whether or
not owned or developed by the Company.
1.6 Disability shall mean a physical or
mental impairment that prohibits Executive from performing the
duties of his position, for which he becomes eligible to receive
benefits under the Company’s long-term disability plan, if
such a plan is then in existence, or as determined in the sole
direction of the Company’s Board of Directors.
1.7 Executive shall mean Leonard L.
Firestone.
1.8 Good Reason shall exist if the Company,
without Executive’s written consent, (a) takes any action
that is inconsistent with, or results in the reduction of,
Executive as a senior executive officer of the Company; (b) commits
a breach of this Employment Contract which is not remedied by the
Company within thirty (30) days of receiving written notice by
Executive of such breach; (c) requires Executive to relocate more
than five hundred (500) miles from the location of the
Company’s offices in Fort Worth, Texas; or (d) any successor
or assignee of the Company fails to assume and perform the
Company’s obligations under this Employment Contract.
1.9 Termination Date shall mean the date of
Executive’s official termination of employment for any reason
(including death or disability).
1.10 Trade Secret shall mean information,
without regard to form, including, but not limited to, technical or
non-technical data, a formula, a pattern, a compilation, a program,
a device, a method, a technique, a drawing, a process, financial
data, financial plans, product plans, programming plans or a list
of actual or potential customers, sponsors or suppliers which is
not commonly known by or available to the public and which
information: (a) derives economic value, actual or potential, from
not being generally known to, and not being readily ascertainable
by proper means by, other persons who can obtain economic value
from its disclosure or use; and (b) is the subject of efforts that
are reasonable under the circumstances to maintain its
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secrecy. Trade Secrets also includes any
information or data described above which the Company obtains from
another party and which the Company treats as proprietary or
designates as trade secrets, whether or not owned or developed by
the Company.
2.
DUTIES AND AUTHORITY
2.1 Duties and Authority. Executive is
engaged and agrees to perform services for and on behalf of the
Company as its President and Chief Operating Officer and shall
report to the Chief Executive Officer of the Company.
Executive’s duties shall include the planning and directing
of all functional activities of the company including marketing,
sales, accounting production, broadcasting, technical services,
materials management and general administration. Executive will
establish and monitor the company goals and annual budget.
Executive will review, on a continuous basis, the general business
climate for the company to develop new business opportunities,
ensure excellent customer service, expand business and maintain
existing relationships with vendors. Executive will also promote a
marketing and promotional strategy aimed at increasing sales and
measuring company performance. Additionally, Executive will control
the process of attaining higher company productivity by analyzing
organizational structure, culture and systems. Executive will
identify resources (staff, equipment, funds) required, and
communicate with pertinent department managers on the supporting
strategies and needs involving company goals. Executive will also
develop and maintain a effective company through the selection,
termination, training, compensation, review and motivation of
department managers. Executive’s duties may be modified or
enhanced at the discretion of the Company’s Chief Executive
Officer or Board of Directors or as dictated by the Company’s
bylaws. Executive agrees to perform such duties diligently and
efficiently and in accordance with the reasonable directions of the
Company’s Chief Executive Officer and Board of Directors.
Executive shall conduct himself at all times in a business-like and
professional manner as appropriate for his position and shall
represent the Company in all respects in compliance with good
business and ethical practices. In addition, Executive shall be
subject to and abide by the policies and procedures of the Company
applicable to personnel of the Company, as may be adopted from time
to time.
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2.2 Best Efforts. During the term of this
Agreement, Executive shall devote his full attention, energies and
best efforts to rendering services on behalf of the Company.
Executive is not prohibited from investing or trading in stocks,
bonds, commodities or other forms of investment, including real
property, so long as Executive does not "participate" (within the
meaning of Treas. Reg. §§1.469-5(f) and
1.469-5T(f)) in such investments.
2.3 Term. The term of Executive’s
employment pursuant to this Agreement shall commence on the
Effective Date hereof and shall continue until three years after
the Effective Date, subject to earlier termination as provided in
this Agreement.
2.4 Prior Agreement. Prior to the Effective
Date, the terms of Executive’s employment by the Company
shall be governed by the Employment Agreement between the Company
and the Executive dated December 20, 2004, as the same has been or
may hereafter be amended (the "Prior Agreement"). From and after
the Effective Date, the Prior Agreement shall be terminated and
null, void and of no further effect.
3.
COMPENSATION AND BENEFITS
3.1 Annual Base Salary. The Company shall
pay to Executive as compensation for his services provided
hereunder a base salary of Two Hundred Thirty-Five Thousand Dollars
($235,000) per year ("Base Salary"), payable on a periodic basis
consistent with the regular payroll practices of the Company. All
payments to Executive shall be subject to all applicable tax
withholdings. Such Base Salary shall be reviewed annually by the
Company’s Board of Directors and may be increased in its sole
discretion.
3.2 Incentive Compensation. At the
discretion of the Company’s Board of Directors, Executive may
be paid a bonus for the year 2006, notwithstanding that the
Effective Date shall be later than December 31, 2006. Executive
shall qualify for additional annual bonuses based on his individual
performance and the performance of the Company, in accordance with
performance goals established by the Company’s Board of
Directors, the determination with respect to such qualification to
be within the sole judgment of the Company’s Board of
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Directors. Such bonuses shall be up to an amount
not to exceed fifty percent (50%) of his annual Base Salary, as in
effect from time to time.
3.3 Employee Benefit Plans and Policies.
Executive shall be entitled to participate in each employee benefit
plan, policy or arrangement which is sponsored, maintained or
contributed to by the Company and in which the current executive
officers of the Company may participate, in accordance with the
terms and provisions of such plans in effect from time to time,
which may include group health insurance, 401(k) plan
participation, and group life insurance benefits. If the Company
does not have a group health insurance plan in place as of the
Effective Date, the Company shall reimburse Executive for the
reasonable costs of obtaining individual health insurance coverage
until such time as a group plan is established, in an amount not to
exceed $750 per month. The Company shall also reimburse Executive
for premiums for personal term life insurance policies maintained
by Executive on his life, up to a maximum of $1,000 per year. Any
prior obligation of the Company to reimburse Executive for other
life insurance premiums is hereby terminated from and after the
Effective Date.
3.4 Vacation. Executive shall be entitled to
such paid vacation time as is generally provided to the
Company’s executive officers, but not less than four weeks of
paid vacation time, pursuant to the Company’s policies, which
may be amended from time to time. Executive shall not be entitled
to carry over, or receive any payment for, any vacation time which
is not used during the calendar year.
3.5 Expense Reimbursement. The Company shall
reimburse Executive for reasonable, ordinary and necessary travel
and other business related expenses, including entertainment
expenses, incurr
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