EXHIBIT 10.1EMPLOYMENT AGREEMENT

 

 

                                                                    Exhibit 10.1

 

                              EMPLOYMENT AGREEMENT

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         This EMPLOYMENT AGREEMENT, dated as of April 1, 2005 by and between

COACTIVE MARKETING GROUP, INC., a Delaware corporation with its principal place

of business at 75 Ninth Avenue, New York, New York 10010 ("Employer") and ERWIN

MEVORAH, an individual residing at 44 North Wyoming Avenue, South Orange, New

Jersey 07079 ("Employee").

 

                              W I T N E S S E T H:

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         WHEREAS, Employer operates a sales promotion and marketing services

business; and

 

         WHEREAS, Employer desires to employ Employee, and Employee desires to

enter into the employ of Employer, on the terms and conditions set forth below;

 

         NOW, THEREFORE, in consideration of the foregoing and the mutual

agreements and covenants hereinafter set forth, the parties hereto agree as

follows:

 

         1.       Employment. Employer hereby employs Employee and Employee

hereby accepts employment by Employer for the period and on the terms and

conditions set forth in this Agreement.

 

         2.       Position, Employment Duties and Responsibilities. Employee

shall be employed as Employer's Senior Vice President -- Finance with the

responsibility of maintaining and reporting on Employer's accounting records and

such other responsibilities typically accorded a Vice President -- Finance and

Controller, subject to Employer's established company policies and procedures

and to such further duties and responsibilities granted and restrictions imposed

by Employer's Chief Financial Officer. Throughout the term of this Agreement,

Employee shall devote his entire working time, energy and skill and best efforts

to the performance of his duties hereunder in a manner which will faithfully and

diligently further the business and interests of Employer. Employee's direct

reporting responsibility is to the Chief Financial Officer of Employer.

 

         3.       Working Facilities. Employee will work out of Employer's

offices located in New York, New York.

 

         4.       Compensation and Benefits.

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                  4.1      Salary. For all of the services rendered by Employee

to Employer, Employer shall pay to Employee an annual salary of Two Hundred and

Fifty Thousand Dollars ($250,000), payable in reasonable periodic installments

in accordance with Employer's regular payroll practices in effect from time to

time. Employee's performance will be reviewed annually and subject to such

review, Employee's salary may be adjusted as the Board of Directors of Employer

may determine in its sole discretion, but the Employee acknowledges that there

is no agreement regarding any such adjustment.

 

                  4.2      Bonus. Employer from time to time may pay Employee

such bonuses or other additional compensation as the Board of Directors of

Employer may determine in its sole discretion, but Employee acknowledges that

there is no agreement regarding any such additional payments.

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                  4.3      Employee Benefits. Employee shall be entitled to (a)

participate in and be provided with health insurance, life insurance and other

benefit plans and programs readily offered to and or made available to

Employer's employees, (b) four (4) weeks paid vacation during each year of the

employment term, with such vacation otherwise consistent with the vacation

policy of Employer and (c) observe Employee's religious holidays. Should

Employee elect to participate in Employer's provided health insurance plans,

Employer will not be required to contribute to the expense of Employee's

eligible family coverage.

 

                  4.4      Travel, Entertainment and Other Business Expenses.

During the period of employment pursuant to this Agreement, Employee will be

reimbursed for reasonable expenses incurred for the benefit of Employer in

accordance with the general policy of Employer. Those reimbursable expenses

shall include properly documented, authorized or otherwise reasonably required,

travel, entertainment and other business expenses incurred by Employee, other

than those expenses related to or in connection with routine commutation to and

from Employee's home.

 

                  4.5      Automobile Allowance.During the period of employment

pursuant to this Agreement, Employer shall provide Employee with a monthly

automobile allowance of five hundred dollars ($500).

 

                  4.5      Deductions. All references herein to compensation to

be paid to Employees are to the gross amounts thereof which are due hereunder.

Employer shall have the right to deduct therefrom all taxes which may be

required to be deducted or withheld under any provision of the law (including,

without limitation, social security payments, income tax withholding and any

other deduction required by law) now in effect or which may become effective at

any time during the term of this Agreement.

 

         5.       Term. This Agreement shall be for a term of one (1) year,

commencing on the date hereof and ending on the first anniversary of the date

hereof, provided, however, that Employer may terminate this Agreement as of

November 1, 2005 by providing Employee with not less than thirty (30) days

notice of such termination. However, in the event Employer replaces it current

Chief Financial Officer with anyone other than Employee, on the commencement

date of such replacement, this Agreement will be deemed to have been terminated

by Employer. Unless earlier terminated, subsequent to its initial one year term,

this Agreement shall automatically continue on a month to month basis unless and

until either party terminates this Agreement by providing the other party with

not less than thirty (30) days prior written notice of termination effective on

or after the first anniversary of the date hereof. In the event Employer

terminates this Agreement, Employee shall be entitled receive four (4) months

severance pay, unless such termination was pursuant to Section 7 as hereinafter

set forth.

 

         6.       Nondisclosure and Non-Compete.

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                  6.1      Definitions. The following words and expressions used

in this Agreement shall have the respective meanings hereby assigned to them as

follows:

 

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                           (a)      "Affiliate" shall mean any partnership,

firm, corporation, association, trust, unincorporated organization or other

entity, that directly, or indirectly through one or more intermediaries,

controls, is controlled by, or is under common control with, Employer.

 

                           (b)      "Business Associate(s)" shall mean and refer

to any (all) individuals, partnerships, corporations, associations or other

business enterprises in any form which have had in the past, have currently,

shall have or be attempting to develop during the Restriction Period a business

relationship with Employer or any of its Affiliates as a customer or supplier.

 

                           (c)      "Customer(s)" shall mean and refer to any

(all) of the past or current customers of Employer or any of its Affiliates and

shall also include those prospective customers who are actively being marketed

by Employer or any of its Affiliates during the term of this Agreement.

 

                           (d)      "Competitor" shall mean and refer to any

individual, partnership, corporation, association or other business enterprise

in any form, other than Employer and its Affiliates, which at any time during

the Restriction Period, either directly or indirectly, (i) engages in the

business of promotion marketing and sells to Customers in the Restriction Area

or (ii) engages in any other business directly competitive with Employer or any

of its Affiliates and sells to Customers in the Restriction Area.

 

                           (e)      "Confidential Information" shall mean and

refer to all information of Employer and its Affiliates which is not generally

known or available to the public or a Competitor (whether or not in written or

tangible form), the knowledge of which could benefit a Competitor, including

without limitation, all of the following types of information:

 

                           (i)      identities of, and information pertaining

                                    to, Customers, Personnel and Business

                                    Associates;

 

                           (ii)     research, projections, financial

                                    information, cost and pricing information,

                                    invoices and internal accounting statistics;

 

                           (iii)    product or service development plans and

                                    marketing strategies;

 

                           (iv)     purchasing methods; and

 

                           (v)      trade secrets, or other knowledge or

                                    processes of or developed by Employer or any

                                    of its Affiliate.

 

                           (f)      "Confidential Materials" shall mean and

refer to any and all documents, materials, progr