Exhibit 10.5
RESTATED
EMPLOYMENT
AGREEMENT
AGREEMENT made as of the 15th day of January,
2007 and between Guy Norberg, an individual residing in Orlando, FL
(hereinafter referred to as "Executive") and THE AMACORE
GROUP, INC., a Delaware corporation with offices in Tampa, Florida
(hereinafter called the "Company").
W I T N E S S E T
H
WHEREAS, the Company and Executive wish to
modify Executive’s Employment Agreement with the Company;
and
WHEREAS, the Board of Directors, at its December
6, 2007 meeting, has approved the modifications desired;
and
WHEREAS, the parties wish to restate the
Employment Agreement so that same incorporates the modifications;
and
NOW, THEREFORE, in consideration of the mutual
covenants and agreements herein contained, the parties hereto,
intending to be legally bound, hereby agree as follows:
1. Employment
Term, Duties and Acceptance
(a) Company hereby retains Executive as
Company's Senior Vice President of Sales and Marketing for a period
of three (3) years, commencing on the date hereof (the "Employment
Period"), subject to earlier termination as hereinafter provided,
to render his services to Company upon the terms and conditions
herein contained, in such executive capacity. In such executive
capacity, Executive shall report and be responsible to the
Company's Chief Executive Officer and the Company’s Board of
Directors.
(b) Executive hereby accepts the foregoing
employment and agrees to render his services to Company on a
full-time basis in such a manner as to reflect his best efforts to
the end that the Company's operations are properly managed. In
furtherance of Executive performing the duties assigned to him
under this Agreement, the Company agrees to provide Executive with
a support staff reasonably required by Executive so as to enable
him to carry out such duties subject to the Company having
sufficient capital to do so.
2. Compensation
(a) During the first year of the term of this
Agreement, Executive shall receive compensation of $30,000 per
month. This compensation may, at Executive's election,
be accrued, in whole or in part, if the Company has insufficient
funds to pay same. Executive’s compensation shall
be payable in accordance with the general payroll practices of the
Company as are from time to time, in effect, less such deductions
or amounts as shall be required to be withheld by applicable law or
regulation. On each yearly anniversary date of the execution of
this Agreement (hereinafter sometimes called the
"Anniversary Date," in each yearly instance) the Board of Directors
shall review the services provided by Executive to determine the
amount that Executive's salary shall be increased for the
forthcoming yearly period. Such increase shall be no less than an
amount equal to the percentage increase in the Consumer Price Index
or such other similar index reflective of the cost of living
increase in the Orlando, Florida metropolitan area from the
beginning of yearly period to the end of the yearly period with
respect to the Consumer Price Index applicable to the said
metropolitan area, times Executive's base compensation in effect
during the said yearly period. The sum resulting by way of this
increase to the Executive's base compensation shall, for the then
immediately succeeding period be considered the Executive's base
compensation. The Board of Directors shall also determine on an
annual (fiscal or calendar year, as the case may be) basis, the
amount, if any, of bonus or incentives to be paid to Executive.
Provided, however, that Executive shall receive a special bonus
("special bonus") in an amount equal to one (1) percent of the
Company's pre-tax profits from the preceding year (as determined by
the application of generally accepted accounting principles), up to
the first one-million dollars of such profits; plus an additional
sum equal to two, and (2) percent of the Company's pre-tax profits
for all sums over one-million dollars The special bonus
shall be paid within thirty (30) days following determination
thereof, which determination shall be made as soon as
practicable.
(b) Executive shall receive a sign-on bonus of
one-million five-hundred thousand (1,500,000) shares of the
Company’s Class A common stock (the “shares”)
which shares shall be issued and vested in the Executive on the
91 st
day following the execution of this
Agreement. Provided, however, that the Company may
extend such issuance and vesting in the event Executive has not
generated for the Company the revenues identified in paragraphs
“4.(c)” and “5.(b)” below. In
the event the Company files a form of Registration Statement, as
that term is generally understood, registering shares of
its Class A common stock at any time following the issuance of the
shares to Executive but prior to a date being one year thereafter,
the Company shall, at Executive’s request, include
Executive’s shares in such Registration Statement provided
the Executive agrees to sell such shares only in accordance with
the then existing Rule 144 selling formula for shares held more
than one year but less than two years. Unless otherwise
directed by the Company, Executive agrees to sell such shares only
through Mr. Joe Sanders, a registered broker, or through such other
broker or brokerage company designated by the
Company. This provision shall survive the termination,
for any reason, or expiration of this Agreement.
(c) Executive shall be entitled to reasonable
paid vacation time, sick leave and time to attend professional
meetings comparable to that offered the executives in comparable
positions.
(d) Executive shall be entitled (subject to the
terms and conditions of particular plans and programs) to all
fringe benefits afforded to other senior executives of the Company,
including, but not by way of limitation, bonuses and the right to
participate in any pension, stock option, retirement, major
medical, group health, disability, accident and life insurance,
relocation reimbursement, and other employee benefit programs made
generally available, from time to time, by the Company.
(e) Company shall pay or reimburse Executive for
reasonable expenses incurred in the performance of his services
under this Agreement during the Employment Period, upon
presentation of expense statements, vouchers or such other
supporting documentation as may reasonably be required.
(f) Anything contained herein to the
contrary notwithstanding, it is specifically understood that
Executive’s salary shall, until such time as the Company
builds up sufficient capital with which to pay same, be paid
directly from revenues generated by Executive and/or Jay
Shafer. In this connection, it is further specifically
understood that a material inducement for the Company to enter into
this Agreement is the accuracies of the representations contained
in paragraph “5.(a) through 5.(d)”
hereof. With that in mind, the parties specifically
acknowledge their understanding that if revenues produced by
Executive and/or Jay Shafer are not sufficient to pay
Executive’s salary, same shall be accrued until such time as
there are sufficient funds available to the Company from said
revenues with which to pay said salaries (both accrued and then
current). Provided that with respect to the Company
paying salaries that have been accrued, the Company shall be
permitted to retain 10% of the gross revenues generated by
Executive and/or Jay Shafer for purposes of offsetting Company
expenses, including travel and entertainment expenses advanced by
the Company on behalf of Executive and/or Jay Shafer, or expenses
reimbursed to Executive and/or Jay Shafer incurred in the
performance of their duties hereof.
3. Disability
(a) Upon the disability, as defined in
subparagraph 3(b) hereof, of Executive during the Employment
Period, Company may, in its sole discretion, terminate Executive's
employment; provided that if the Company elects to so terminate
Executive's employment, Executive shall be entitled to receive,
accrued but unpaid salary, expense reimbursement and bonuses, the
proceeds of any disability insurance policy plus an amount from the
Company monthly which, when added to the amount received by the
Executive from any disability policy in effect for the Executive at
the time of his disability will equal the Executive's salary for a
twelve-month period following the date of termination, as if the
termination had not occurred. Such termination shall have no effect
on the Company's obligation to pay the special bonus referred to
hereinbefore. Provided, however, in the event Executive partially
perform and discharge the duties previously performed by him for
Company, nothing herein shall prevent the Executive
