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EMPLOYMENT AGREEMENT

Employee Retention Agreement

EMPLOYMENT AGREEMENT | Document Parties: PRIVATE MEDIA GROUP INC You are currently viewing:
This Employee Retention Agreement involves

PRIVATE MEDIA GROUP INC

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Title: EMPLOYMENT AGREEMENT
Governing Law: California     Date: 3/6/2009
Industry: Motion Pictures     Sector: Services

EMPLOYMENT AGREEMENT, Parties: private media group inc
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Exhibit 10.1

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (“ Agreement ”) is made as of this 20th day of January, 2009, by and between GAME LINK LLC., a limited liability company (the “ Company ”), and ILAN BUNIMOVITZ (“ Employee ”).

Recitals

A. Concurrently with the execution and delivery of this Agreement, pursuant to an Agreement and Plan of Reorganization dated as of January 20, 2009 (the “ Merger Agreement ”), by and among Private Media Group, Inc. (“ Private ”), the Company, eLine LLC (“ eLine ”), and certain affiliates of the Company and eLine, including Employee, Private will become the indirect owner of Game Link and eLine.

B. The execution and delivery of this Agreement is a condition to the consummation of the transactions contemplated by the Merger Agreement. The Company desires to employ Employee, and Employee wishes to accept such employment, upon the terms and conditions set forth in this Agreement.

C. All capitalized terms which are not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.

NOW, THEREFORE, in consideration of the foregoing, and the mutual covenants contained herein, the parties hereto, intending to be legally bound, agree as follows:

1. Employment and Duties .

1.1. Employment; Duties . During the “Term” (as such quoted term is defined in Section 3 of this Agreement), the Company shall employ Employee, and Employee hereby accepts such employment, as the Executive Vice President of the consolidated Internet and Internet-related business conducted by Private and its subsidiaries (the “ Private Group ”) (the Internet and Internet-related business conducted by the Private Group from time to time, including the business of the Company and e-Line, is referred to as the “ Online Media Business ”), and shall report to the Chief Operating Officer of the Private Group. Employee shall have such titles, responsibilities and duties, consistent with his position and expertise, as may from time to time be prescribed by the Company and the Private Group, including without limitation those set forth in Exhibit “A” to this Agreement.

1.2 Full Time . Employee shall devote all of his business time, energy, and skill to the business and affairs of the Private Group’s Online Media Business. Employee acknowledges and agrees that he shall observe and comply with all of the reasonable policies as prescribed from time to time by the Private Group. Nothing in this Section 1, however, shall prohibit Employee from (i) serving as a director, trustee, officer of, or partner or investor in, any other firm, trust, corporation or partnership; provided that such activities are not inconsistent with Employee’s duties under this Agreement; or (ii) engaging in additional activities in connection with personal investments and community affairs that are not inconsistent with Employee’s duties under this Agreement.


2. Compensation .

2.1. Base Salary . In consideration of the services rendered to the Company (and/or its Affiliates) by Employee, during the Term Employee shall receive an annual salary (“ Base Salary ”), payable bi-weekly or semi-monthly in accordance with the Private Group’s standard payroll practices, as follows:

 

First 12 month period:

  

$

281,828

Second 12 month period:

  

$

271,070

Third 12 month period:

  

$

302,648

2.2 . Benefits. During the Term, Employee shall be entitled to participate in employee benefit plans (such as health, dental, vision, pension, retirement and similar plans) and receive fringe benefits that are substantially similar to those provided to other key executives of the Private Group and as are generally now or hereafter available to employees and/or other senior executives of the Private Group in accordance with their then existing terms and conditions. Additionally, during the Term, the Company shall reimburse Employee for all reasonable expenses incurred in connection with Employee’s use of an automobile, not to exceed $1,500 per month, including lease payments, insurance, gasoline, maintenance and parking and otherwise subject to the presentation of appropriate documentation.

2.3 . Vacation . During the Term, Employee shall be entitled to a total of 20 vacation days or paid time off per year, exclusive of holidays observed by the Private Group, in accordance with the vacation policies of the Private Group in effect for their U.S. employees from time to time, which shall be scheduled in a reasonable manner by Employee. Vacation days which are not used during any calendar year may be accrued or paid in accordance with Company policy.

2.4 . Expenses . During the Term, Employee will be entitled to reimbursement of all reasonable expenses incurred in the ordinary course of business on behalf of the Company, including its Affiliates, subject to the presentation of appropriate documentation and approved in accordance with the then existing terms and conditions of the Private Group’s policies.

2.5 . Withholding . The Company may withhold from compensation payable to Employee all applicable federal, state and local withholding taxes.

2.6. Employee Stock Options and Grants . During the Term of this Agreement if Berth Milton shall receive a grant of stock options from Private, Employee shall be entitled to receive at such time a grant of a “Proportionate Amount” amount of stock options with the same exercise price and exercise period, and with vesting provisions as determined by Private’s Option Committee, not to exceed three years from the date of grant. For purposes of this Agreement “ Proportionate Amount ” means, at the time of grant, the amount based upon the ratio of the percentage ownership of Private Common Stock owned directly or indirectly by Berth Milton in proportion to the percentage ownership of Private Common Stock owned by Employee. Stock options granted to Employee under this Section 2.6 shall provide for the full and immediate vesting thereof if (i) the Company shall terminate Employee’s employment, unless terminated for Cause or by reason of Employee’s Death or Disability, or (ii) or Employee shall terminate his employment with the Company for Good Reason.

3. Term .

The term of employment under this Agreement shall be a period commencing on the date hereof and ending on the third anniversary of the date hereof (the “ Expiration Date ”), unless terminated earlier in accordance with the other provisions hereof (the “ Initial Term ”). Absent a written notice from the Company or Employee to the contrary, this Agreement shall automatically extend in one month increments following the Initial Term (each such extension period shall be referred to herein as a “ Renewal Term ”). This Agreement shall terminate automatically 30 days after written notice by the Company or Employee delivered after the Initial Term, without any severance pay, termination pay or any severance obligation whatsoever. The Initial Term and Renewal Term(s) are collectively referred to herein as the “ Term .”

 

2


4. Termination .

4.1. Definitions . As used herein, the following terms shall have the following meanings:

4.1.1. “Notice of Termination ” means a written notice specifying the termination provision in this Agreement relied upon.

4.1.2. “ Date of Termination ” means (i) where termination is due to the death of the Employee, the date of death, or (ii) the earlier of the date specified in the Notice of Termination or the last day Employee is employed by the Company, as the case may be.

4.1.3. “ Cause ” means that Employee has (i) breached any fiduciary duty or material legal or contractual obligation to the Company (including any Affiliate), which breach is not cured within thirty (30) days after notice to the Employee thereof or, if cured, such conduct recurs (it being agreed that such cure right for any particular conduct shall only be available once during the Initial Term and each Renewal Term), (ii) failed to perform satisfactorily Employee’s material job duties or to follow any material reasonable directive of the Chief Operating Officer of the Private Group or the Board of Directors of Private, which failure is not cured within thirty (30) days after notice to Employee thereof or, if cured, such conduct recurs (it being agreed that such cure right for any particular conduct shall only be available once during the Initial Term and each Renewal Term), (iii) engaged in gross negligence, gross insubordination, willful misconduct, fraud, embezzlement, acts of material dishonesty or a conflict of interest (without the prior, informed written consent of Private), in any such case relating to the affairs of the Company or any of its Affiliates, or (iv) been convicted of or pleaded no contest to (A) any misdemeanor relating to the affairs of the Company or any of its Affiliates or (B) any felony, unless in either case (1) the felony or misdemeanor involved actions or omissions of Employee in the ordinary course of the Private Group’s business, and (2) Employee was acting in good faith and what he reasonably believed to be the best interests of the Private Group.

4.1.4. “ Good Reason ” means Employee’s voluntary termination within thirty (30) days following the occurrence of one or more of the following: (i) a material diminution Employee’s authority, duties, reporting structure or responsibilities that is not remedied by the Company within 30 days after receipt of notice thereof given by Employee, or (ii) a material breach of this Agreement by the Company, which breach is not cured within thirty (30) days after notice thereof given by Employee, or (iii) a change by the Company in the geographical location at which Employee must provide the services described in this Agreement by more than twenty-five (25) miles from his current location in San Francisco, California, excluding reasonable travel.

4.1.5. “ Disability ” means illness (mental or physical) or accident, which results in Employee being unable to perform Employee’s duties as an employee of the Company on a full time basis, for a period of sixty (60) consecutive days, or one hundred twenty (120) days, whether or not consecutive, in any twelve month period. In the event of a dispute as to whether Employee is


 
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