Exhibit 10.6
EMPLOYMENT AGREEMENT
THIS AGREEMENT, made and entered into as of August 1, 2008, by
and between Porta Systems Corp., a Delaware corporation (the
"Company"), and Michael A. Tancredi (the "Executive").
WHEREAS, the Executive is employed by the Company in a
senior management position and the Company wishes to continue to
employ the Executive upon the terms and conditions set forth in
this Agreement; and
WHEREAS, the Executive is willing to serve in the employ
of the Company upon the terms and conditions set forth in this
Agreement;
NOW, THEREFORE , in consideration of the foregoing and the
mutual promises and agreements hereinafter set forth, the Company
and the Executive agree as follows:
1.
EMPLOYMENT AND DUTIES.
(a) The
Company hereby employs the Executive pursuant to this Agreement to
render services to the Company during the Term (as defined in
Section 2 hereof) as the Senior Vice President, Treasurer and
Secretary of the Company or in such other executive capacity as may
be designated by the Chief Executive Officer or a Board Member
designated by the Company’s Board of Directors from time to
time. In performing such duties, the Executive shall be subject to
the direction of the Chief Executive Officer or such Board Member
designated by the Company’s Board of Directors from time to
time. The Executive hereby accepts such employment
and agrees to devote his time, attention and best efforts
exclusively to performing the duties described above.
(b) The
Executive agrees to perform such duties as may be assigned or
delegated to him by the Chief Executive Officer or Board Member
designated by the Company’s Board of Directors and to be
bound by the policies of the Company and its Affiliates as in
effect from time to time. The Executive further agrees to accept
election, and to serve, during all or part of a Term, as an
employee, officer or director of an "Affiliate" as defined in
section (6) (f) hereof if assigned or elected to such position by
the Board of Directors of the Company or by the board of directors
or similar governing body of any Affiliate, and to perform such
services for any such Affiliate as may be assigned, without
additional compensation therefore other than that specified in this
Agreement.
2.
TERM. The Company
shall employ the Executive pursuant to this Agreement for a period
commencing on the date hereof and ending on July 31, 2009, which
period shall automatically be extended for an additional
twelve-month period effective August 1 of each year after the date
hereof while the Agreement remains in effect unless the Company
shall have given notice to the Executive, at least 90 days prior to
such August 1, that it has elected to terminate this Agreement at
the expiration date of this Agreement, subject to the earlier
termination at any time during the Executive’s period of
employment, as hereinafter provided (the
“Term”).
3.
COMPENSATION.
(a) The
Company shall pay the Executive an annual salary for the services
to be rendered by him from the date hereof at an annual rate to be
reviewed by the Board of Directors of the Company ("Board") at
least annually, but which amount shall in no event be fixed at an
amount less than the Executive’s annual salary rate last
fixed by the Board, payable in periodic installments in accordance
with the Company’s regular payroll practices as in effect
from time to time ("Salary"). Currently,
Executive’s base salary has been set by the Board at $100,000
per annum.
(b) The
Executive shall be entitled to participate in and receive the
benefits under any pension plans, bonus arrangements, health, life,
accident and disability insurance plans or programs and any other
employee benefit or fringe benefit plans, perquisites or
arrangements which the Company makes available generally to other
employees of the Company to the extent that the Executive is
otherwise eligible to participate in such plans or arrangements
pursuant to the provisions of such plans or arrangements as they
may be in effect from time to time.
(c) During
the period of his employment hereunder, the Executive shall be
entitled to three (3) weeks paid non-cumulative vacation each year
or such greater period of vacation consistent with the
Company’s policy with respect to vacation in effect from time
to time.
4. TERMINATION OF EMPLOYMENT.
(a) The
Executive’s employment hereunder shall terminate
automatically as of the date of his death or upon the
Executive’s termination due to disability determined by the
Company's long-term disability carrier at that time. In the event
of termination for death or long-term disability, the Company shall
pay to the Executive’s estate or beneficiary or to the
Executive, in full satisfaction of its liabilities hereunder, a
payment equal to three months’ salary.
(b) The
Company may at any time at its option, exercised by not less than
10 days’ written notice to the Executive (or pay in lieu
thereof), terminate his employment for “Cause" (as
hereinafter defined). In the event of termination for Cause, the
Company shall have no further obligations or liabilities to the
Executive hereunder. For purposes of this Agreement, the term Cause
means any conviction (or plea of nolo contendere) of the Executive
of a felony or misdemeanor (other than for motor vehicle or similar
minor offenses) under the laws of the United States
of any state thereof; any material breach by the Executive of this
Agreement or any material failure of the Executive to perform his
duties hereunder; intentional dishonesty or gross negligence by the
Executive in the performance of his duties hereunder; the failure
by the Executive to comply with any policies of the Company or any
Affiliate for which he renders services; or conduct on the part of
the Executive which damages the reputation of the Company, which
achieves general notoriety with respect to conduct or alleged
conduct by the Executive which is scandalous, immoral or illegal or
which is disruptive of the business and its Affiliates.
(c) The
Company may at any time at its option, exercised by not less than
10 days’ written notice to the Executive (or pay in lieu
thereof), terminate his Employment prior to the expiration of the
Term other than for Cause, provided that, if the Company so
terminates the Executive’s employment other than for Cause,
the Executive shall be entitled to continue to receive, as
severance, payment of Salary at the most recent annual rate in
effect prior to the date of such termination, the greater (i) the
remaining amount due under this Agreement through the next
succeeding July 31 following the termination date (maximum of 12
months) or (ii) for a period of six (6) months following the date
of such termination of employment provided further that the amount
of severance payable under this Section 4(c) shall continue to be
paid in the event of the Executive’s death after termination
of his Employment. If the annual bonus payable to the Executive has
already been determined by the Company at the time his employment
is terminated other than for Cause, the Executive shall receive a
bonus payment in such amount following his termination of
employment. In all other circumstances, no bonus shall be payable
to the Executive under this Section 4(c) following his termination
of employment. The Company shall continue to pay insurance premiums
for the same medical and dental health care benefits to which the
Executive was entitled prior to such termination for the period of
time permitted under the relevant policy but no longer than the
period of such salary continuance, provided that the
Company’s medical and dental health carrier or carriers are
willing to continue to provide such coverage upon the payment of
such premium or premiums. The failure of the Company to
renew or extend this Agreement shall not entitle the Executive to
the severance provided in this Section 4(c).
