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Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT
THIS EXECUTIVE EMPLOYMENT
AGREEMENT ("Agreement") is made and entered into effective
December 17, 2008, by and between Wireless Ronin Technologies,
Inc. , a corporation duly organized and existing under the laws
of the State of Minnesota, with a place of business at 5929 Baker
Road, Suite 475, Minnetonka, Minnesota 55345 (hereinafter
referred to as the " Company "), and James C. Granger, a
resident of the state of Minnesota (hereinafter referred to as "
Executive "). BACKGROUND OF AGREEMENT
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The Company desires to employ Executive as its President and
Chief Executive Officer, and Executive desires to accept such
employment.
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This Agreement provides, among other things, for base
compensation for Executive, a term of employment and severance
payments in the event Executive is terminated without Cause or by
reason of a Change of Control of the Company.
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In consideration of the foregoing,
the Company and Executive agree as follows: ARTICLE 1
EMPLOYMENT 1.01 Subject to the
terms of Articles 3 and 6, the Company hereby agrees to employ
Executive pursuant to the terms of this Agreement, and Executive
agrees to such employment as its Chief Executive Officer, and shall
hold such title under the terms of this Agreement.
Executive’s primary place of employment shall be the
Company’s executive offices at Minnetonka, Minnesota.
1.02 Executive shall generally have
the authority, responsibilities, and such duties as are customarily
performed by the chief executive officer of a public company of
similar size and industry. Notwithstanding the foregoing, Executive
shall also render such additional services and duties within the
scope of Executive’s experience and expertise as may be
reasonably requested of him from time to time by the Board.
Further, the Board of directors of the Company may from time to
time in its discretion redefine the duties and responsibilites of
Executive as it determines the needs of the Company’s
business warrant. 1.03 Executive
shall report to the Board or any committee thereof as the Board
shall direct, and shall generally be subject to direction, orders
and advice of the Board; provided, however, that the Board shall,
as soon as reasonably possible following complete execution of this
Agreement, appoint Executive to serve as a director of the Company,
subject to all terms and conditions applicable to such service as a
director of the Company.
ARTICLE 2 BEST EFFORTS OF EXECUTIVE
2.01 In his capacity as Chief
Executive Officer, Executive shall use his best efforts and
abilities in the performance of his duties, services and
responsibilities for the Company.
2.02 During the term of his
employment, Executive shall devote substantially all of his
business time and attention to the business of the Company and its
subsidiaries and affiliates and shall not engage in any substantial
activity inconsistent with the foregoing, whether or not such
activity shall be engaged in for pecuniary gain, unless approved by
the Board; provided, however, that, to the extent such activities
do not violate, or substantially interfere with his performance of
his duties, services and responsibilities under this Agreement.
ARTICLE 3 TERM AND NATURE OF EMPLOYMENT
3.01 Executive’s employment
hereunder shall be for an initial term beginning December 17,
2008, and ending December 31, 2009. Neither the Company nor
Executive shall be obligated to extend such term of the employment
relationship. The term of Executive’s employment shall
automatically be extended for successive one (1) year periods
unless the Company or Executive elects not to extend employment by
giving written notice to the other not less than thirty
(30) days prior to the end of the initial term or any
extension periods. The terms and conditions of this Agreement may
be amended from time to time with the consent of the Company and
Executive. All such amendments shall be effective when memorialized
by a written agreement between the Company and Executive, following
approval by the Company’s Compensation Committee (the
"Committee"). ARTICLE 4 COMPENSATION AND BENEFITS
4.01 During the initial term of
employment hereunder, Executive shall be paid a base salary at
Executive’s current rate of Two Hundred Fifty Thousand
Dollars ($250,000) per year ("Base Salary"), payable in accordance
with the Company’s established pay periods, reduced by all
deductions and withholdings required by law and as otherwise
specified by Executive. The Company agrees to review
Executive’s performance and compensation in 2009 and annually
thereafter. Executive’s Base Salary may be increased (but not
decreased) in the sole discretion of the Board; provided that
Executive’s Base Salary may be reduced after any such
increase in connection with Company compensation reductions applied
to all other senior executives of the Company. In the event
Executive’s employment shall for any reason terminate during
the Term, Executive’s final monthly Base Salary payment shall
be made on a pro-rated basis as of the last day of the month in
which such employment terminated.
4.02 During the term of employment,
in addition to payments of Base Salary set forth above, Executive
may be eligible to participate in any performance-based cash bonus
or equity award plan for senior executives of the Company, based
upon achievement of individual and/or
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Company goals established by the Board or Committee. The extent
of Executive’s participation in bonus plans shall be within
the discretion of the Company’s Board or Compensation
Committee. Executive shall be entitled to receive a target bonus of
$200,000 to be paid by the Company if performance targets are
achieved under the terms of the Company’s senior executive
bonus program in 2009. 4.03 During
the term of employment, Executive shall be entitled to participate
in employee benefit plans, policies, programs, perquisites and
arrangements, as the same may be provided and amended from time to
time, that are provided generally to similarly situated executive
employees of the Company, to the extent Executive meets the
eligibility requirements for any such plan, policy, program,
perquisite or arrangement. 4.04 The
Company shall reimburse Executive for all reasonable business
expenses incurred by Executive in carrying out Executive’s
duties, services, and responsibilities under this Agreement.
Executive shall comply with generally applicable policies,
practices and procedures of the Company with respect to
reimbursement for, and submission of expense reports, receipts or
similar documentation of, such expenses. ARTICLE 5
VACATION AND LEAVE OF ABSENCE
5.01 Executive shall be entitled to
twenty-two (22) business days of paid time off ("PTO") for
each twelve (12) months of employment, in addition to the
Company’s normal holidays. PTO includes sick days and leaves
of absence. PTO will be scheduled taking into account the
Executive’s duties and obligations at the Company. All unused
PTO shall be accumulated from year to year, in accordance with the
Company’s PTO Policy. PTO and sick leave and all other leaves
of absence will be taken in accordance with the Company’s
stated personnel policies. Upon termination or expiration of the
Executive’s employment, Executive shall be entitled to
compensation for any accrued, unused PTO time in accordance with
the Company’s PTO Policy as of date of termination.
ARTICLE 6 TERMINATION
6.01 The Company may terminate
Executive’s employment without Cause upon written notice to
Executive. In the event of a termination of Executive without
Cause, including a termination by Executive for Good Reason,
Executive shall be entitled to receive: (i) the Severance
Payment provided in Section 7.01 and (ii) the bonus
described in Section 7.03. For the purposes of this Agreement,
an election by the Company not to extend this Agreement pursuant to
Section 3.01 shall be deemed a termination without cause.
6.02 Executive’s employment
will terminate as of the date of the death or Disability of the
Executive. In the event of such termination, there shall be payable
to Executive or Executive’s estate or beneficiaries Base
Salary earned through the date of death together with a pro-rata
portion of any bonus due Executive pursuant to any bonus plan or
arrangement established or mutually agreed-upon prior to
termination, to the extent earned or performed
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based upon the requirements or criteria of such plan or
arrangement, as the Board shall in good faith determine. Such
pro-rated bonus shall be payable at the time and in the manner
payable to other executives of the Company who participate in such
plan or arrangement. For purposes of this Agreement "Disability"
shall mean a determination by the Board of the Company of the
inability of Executive to perform substantially all of his duties
and responsibilities under this Agreement due to illness, injury,
accident or condition of either a physical or psychological nature,
and such inability continues for an aggregate of ninety
(90) days during any period of three hundred and sixty-five
(365) consecutive calendar days. Such determination shall be
made in good faith by the Board, the decision of which shall be
conclusive and binding. 6.03 Any
other provision of this Agreement notwithstanding, the Company may
terminate Executive’s employment upon written notice
specifying a termination date based on any of the following events
that constitute Cause:
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(a)
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Any conviction or nolo contendere plea by Executive to a felony,
gross misdemeanor or misdemeanor involving moral turpitude, or any
public conduct by Executive that has or can reasonably be expected
to have a detrimental effect on the Company and the image of its
management;
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(b)
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Any act of material misconduct, willful and gross negligence, or
material breach of duty with respect to the Company, including, but
not limited to, embezzlement, fraud, dishonesty, nonpayment of an
obligation owed to the Company, or material breach of a fiduciary
duty to the Company which results in harm or loss to the
Company;
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(c)
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Any material breach of any material provision of this Agreement
or of the Company’s announced or written rules, codes or
polices; provided, however, that such breach shall not constitute
Cause if Executive cures or remedies such breach within thirty
(30) days after written notice to Executive, without material
harm or loss to the Company, unless (i) such breach is part of
a pattern of chronic breaches of the same, which may be evidenced
by reports or warning letters given by the Company to Executive; or
(ii) such breach is of a nature that it is deemed by the Board
not to be curable, including situations where the Board determines
that harm or loss to the Company has already occurred or can
reasonably be expected to occur and cannot be eliminated by such
cure.
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(d)
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Any act of insubordination by Executive; provided, however, an
act of insubordination by Executive shall not constitute Cause if
Executive cures or remedies such insubordination within thirty
(30) days after written notice to Executive, without material
harm or loss to the Company, unless (i) such insubordination
is a part of a pattern of chronic insubordination, which may be
evidenced by reports or warning letters given by the Company to
Executive; or (ii) such insubordination is of a nature that it
is deemed by the Board not to be curable, including situations
where the Board determines that harm or loss to the Company has
already occurred or can reasonably be expected to occur and cannot
be eliminated by such cure.
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(e)
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Any unauthorized disclosure of any Company trade secret or
confidential information, or conduct constituting unfair
competition with respect to the Company, including inducing a party
to breach a contract with the Company; or
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(f)
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A willful violation of federal or state securities laws or
employment laws.
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In making such determination of Cause, the Board shall act in
good faith and give Executive a reasonably detailed written notice
and a reasonable opportunity to be heard on the issues at a Board
or Committee meeting. A resolution providing for the termination of
Executive’s employment for Cause must be approved by a
majority of the members of the Board; provided, however, that if
Executive is a member of the Board, he shall not vote on the
resolution shall not be deemed to be a member of the Board for
purposes of whether a majority of its members have approved such
termination.. Executive’s employment shall be deemed
terminated for Cause upon the approval by the Board of a resolution
terminating Executive’s employment for Cause unless a later
time or date is specified.. For purposes of this Agreement, no act
or failure by the Executive shall be considered "willful" if such
act is done by Executive in good faith in the belief that such act
is or was lawful and in the best interest of the Company or one or
more of its businesses. Nothing in this Section 6.03 shall be
construed to prevent Executive from contesting the Board or
Committee’s determination that Cause exists. In the event of
a termination for Cause, and not withstanding any contrary
provision otherwise stated, Executive shall receive only his Base
Salary earned through the date of termination.
6.04 Executive may terminate his
employment upon sixty (60) days prior written notice to the
Company for "Good Reason." For purposes of this Agreement, "Good
Reason" means any of the following events or actions taken by the
Company without Cause:
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(a)
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the Company or any of its subsidiaries reduces Executive’s
Base Salary or base rate of annual compensation, or otherwise
changes benefits provided to Executive under compensation and
benefit plans, arrangements, policies and procedures to be as a
whole materially less favorable to Executive, other than reductions
in Base Salary permitted under Section 4.01;
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(b)
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without Executive’s express written consent, the Company
or any of its subsidiaries significantly reduces Executive’s
job authority and responsibility, as the Company’s Chief
Executive Officer, except as permitted under Section 1.02;
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(c)
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without Executive’s express written consent, the Company
or any of its subsidiaries requires Executive to change the
location of Executive’s job or office, to a location more
than fifty (50) miles from the location of Executive’s
job or office immediately prior to such required change;
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(d)
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a successor company fails or refuses to assume the
Company’s obligations under this Agreement; or
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(e)
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the Company or any successor company breaches any of the
material provisions of this Agreement;
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If Executive intends to terminate this Agreement for Good
Reason, Executive must give not less than sixty (60) days
written notice to the Company of the facts or events giving rise to
Good
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Reason, and must give such notice within ninety (90) days
following the facts or event alleged to give rise to Good Reason.
The Company shall, within such sixty-day notice period, have the
right to cure or remedy events or any action or event constituting
"Good Reason" within the meaning of this Section 6.04. The
failure to give such notice shall be deemed a waiver of the right
to terminate this Agreement for Good Reason based on such fact or
event. 6.05 During the term of his
employment and for 24 months after the date of
Executive’s termination of employment, (i) Executive
shall not, directly or indirectly, make or publish any disparaging
statements (whether written or oral) regarding the Company or any
of its affiliated companies or businesses, or the affiliates,
directors, officers, agents, principal shareholders or customers of
any of them and (ii) the Company’s directors and
officers shall not directly or indirectly, make or publish any
disparaging statements (whether written or oral) regarding
Executive. Information which the Company’s directors,
officers or Executive is required to make or disclose regarding the
other to comply with laws or regulations, or makes in a pleading on
the advice of litigation counsel, and information which the
directors or officers need to disclose for legitimate business
reasons (for example disclosure to the Company’s insurers or
business associates), shall not constitute a disparaging statement.
6.06 Upon any termination of
Executive’s employment with the Company, Executive will
immediately return to the Company all equipment, property and
documents of the Company, including, specifically all property and
documents containing any "Confidential Information" as described in
Section 8.01 of this Agreement.
6.07 Upon any termination of
Executive’s employment with the Company, Executive shall be
deemed to have resigned from all other positions he then holds as
an officer, employee or director or other independent contactor of
the Company or any of its subsidiaries or affiliates, unless
otherwise agreed by the Company and Executive.
6.08 The provisions of
Sections 6.05 and 6.07 shall survive the termination of this
Agreement. ARTICLE 7 SEVERANCE PAYMENTS
7.01 The Company, its successors or
assigns, will pay Executive as severance pay (the "Severance
Payment") an amount equal to twelve (12) months of the
Executive’s monthly Base Salary for full-time employment at
the time of Executive’s termination:
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(a)
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if (i) there has been a Change of Control of the Company
(as defined in Section 7.02), and (ii) Executive is an active
and full-time employee at the time of the Change of Control, and
(iii) within twelve (12) months following the date of the
Change of Control, Executive’s employment is involuntarily
terminated for any reason (including Good Reason (as definition
Section 6.04)), other than for Cause or death or disability;
or
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(b)
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if Executive’s employment is terminated by the Company
without Cause, or by Executive for Good Reason.
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Nothing in this Section 7.01 shall limit the authority of
the Committee or Board to terminate Executive’s employment in
accordance with Section 6.03. Except as provided in
Section 7.09 below, payment of the Severance
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