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JUNIPER CONTENT CORPORATION | HERBERT J. ROBERTS. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
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EMPLOYMENT AGREEMENT
AGREEMENT, dated as of September 14, 2007 (“Effective Date”), between HERBERT J. ROBERTS, residing at 51 Manor Pond Lane, Irvington, New York 10533 (“Executive”), and JUNIPER CONTENT CORPORATION, a Delaware corporation having its principal office at 521 5th Avenue, Suite 822, New York, NY 10175 (“Company”).
WHEREAS, the Company and Executive have reached an understanding regarding Executive’s employment with the Company for the period ending at the close of business on September 14, 2009; and
WHEREAS, the Company and Executive desire to evidence their agreement in writing and to provide for the employment of Executive by the Company on the terms set forth herein.
NOW, THEREFORE, in consideration of the covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
IT IS AGREED:
1. Employment, Duties and Acceptance.
1.1 Effective as of the Effective Date, the Company hereby agrees to employ Executive as its Senior Vice President, Chief Financial Officer and Secretary and Executive hereby accepts such employment on the terms and conditions contained in the Agreement. During the term of this Agreement, the Executive shall make himself available to the Company to pursue the business of the Company subject to the supervision, direction and control of the Company’s Chief Executive Officer and the Board of Directors of the Company (“Board” or “Board of Directors”).
1.2 The Board and Chief Executive Officer may assign the Executive such general management and supervisory responsibilities and executive duties for the Company as are appropriate and commensurate with Executive’s position as Senior Vice President, Chief
Financial Officer and Secretary of the Company. The Executive shall report directly to the Chief Executive Officer.
1.3 Executive accepts such employment and agrees to devote all of his business time, energies and attention to the performance of his duties; provided, however, that Executive may be actively involved in educational and civic activities to the extent that such activities do not materially detract from the reasonable performance of his duties (such material detraction to be evidenced by a resolution approved by the majority of the Board and a written notice to Executive, in which event Executive shall have one hundred and twenty (120) days to reduce the level of such activities in a reasonable manner). Nothing herein shall be construed as preventing Executive from (i) making and supervising investments on a personal or family basis (including trusts, funds and investment entities in which Executive or members of his family have an interest) and (ii) in serving on the boards of directors (including advisory boards) of those companies, for profit and not for profit, that he has had passive activities in on which he currently serves as set forth on Schedule A; provided, however, that these activities do not materially interfere with the performance of his duties hereunder or violate the provisions of Section 4.4 hereof.
2. Compensation and Benefits.
2.1 The Company shall pay to Executive a salary at an annual base rate of $260,000. Executive’s salary will be paid semi-monthly in installments of $10,833.33 and shall be subject to deductions for federal and state income taxes and social security.
2.2 The Company shall also pay to Executive such annual bonuses upon achievement by the Company of such objectives as may be specified from time to time by the Board of Directors. The amount of annual bonus payable to Executive, which may be from 0% to 50% of Executive’s annual base rate salary, and whether the objectives have been achieved, shall be determined by the Board in its sole discretion.
2.3 Executive shall be entitled to such insurance and other benefits including, among others, medical and disability coverage and life insurance as are afforded to
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other senior executives of the Company and its subsidiaries, subject to applicable waiting periods and other conditions which may be generally applicable.
2.4 Executive shall be entitled to four weeks per year vacation time and three days off for religious and personal reasons in accordance with the Company’s policy for its senior executives.
2.5 Executive shall be reimbursed for reasonable expenses for Blackberry/cell phone coverage. The Company shall also reimburse Executive for premiums for personal term life insurance policies maintained by Executive on his life, up to a maximum of $1,000 per year.
2.6 Executive agrees that his services shall be rendered primarily at the Company’s principal office in New York City.
2.7 Subject to approval by the Board, the Company shall grant Executive an option (“Option”) to purchase 125,000 shares of the Company’s Common Stock under the Company’s 2006 Long-Term Incentive Plan, such Option to vest in three equal portions on September 14, 2008, 2009 and 2010 and have an exercise price equal to the last sales price of the Company’s common stock on the first trading day of the month following the Effective Date.
3. Term and Termination.
3.1 The term of this Agreement commences as of the Effective Date and shall continue until September 14, 2009, unless sooner terminated as herein provided.
3.2 If Executive dies during the term of this Agreement, this Agreement shall thereupon terminate, except that the Company shall continue to pay to the legal representative of Executive’s estate the base salary due Executive pursuant to Section 2.1 hereof through the three month anniversary of Executive’s death (or the scheduled expiration under
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Section 3.1, if earlier than the first anniversary date), and all amounts owing to Executive at the time of termination, including for previously accrued but unpaid bonuses, expense reimbursements and accrued but unused vacation pay.
3.3 If Executive shall be rendered incapable by an incapacitating illness or disability (either physical or mental) of complying with the terms, provisions and conditions hereof on his part to be performed for a period in excess of 180 consecutive days during any consecutive twelve (12) month period, then the Company, at its option, may terminate this Agreement by written notice to Executive (the “Disability Notice”) delivered prior to the date Executive resumes the rendering of services hereunder. Upon such termination, the Company shall pay to Executive the base salary due Executive pursuant to Section 2.1 hereof through the three month anniversary of such termination and all amounts owing to Executive at the time of termination, including for previously earned but unpaid bonuses, if any, expense reimbursements and accrued but unused vacation pay. At the Executive’s request, the Company shall provide to Executive at the Company’s expense an office for his exclusive use at the Company’s principal executive offices, or an alternative address at the Company’s option, with access to confidential secretarial assistance and office services during the Disability Period.
3.4 The Company, by notice to Executive, may terminate this Agreement for cause. As used herein, “cause” shall mean (a) the refusal by Executive to carry out specific written directions of the Board, provided such directions are consistent with Executive’s position (other than any such failure resulting from incapacity as set forth in Section 3.3), (b) Executive’s intentional fraud or gross misconduct by Executive in performing his duties under the terms of this Agreement; (c) Executive’s breach of a fiduciary duty or duty of care to the Company; or (d) the indictment or conviction of Executive of any crime involving an act of significant moral turpitude. Notwithstanding the foregoing, no “cause” for termination shall be deemed to exist with respect to Executive’s acts described in clause (a) above, unless the Board shall have given written notice to Executive (after five (5) days advance written notice to Executive and a reasonable opportunity to Executive to present his views with respect to the existence of “cause”), specifying the “cause” with particularity and , within ten (10) business days after such notice, Executive shall not have disputed the Board’s determination or in
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reasonably good faith taken action to cure or eliminate prospectively the problem or thing giving rise to such “cause,” provided, however, that a repeated breach after notice and cure, of any provision of clause (a) above, involving the same or substantially similar actions or conduct, shall be grounds for termination for cause upon not less than five (5) days additional notice from the Company.
3.5 The Executive, by notice to the Company, may terminate this Agreement if a “Good Reason” exists. For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following circumstances without the Executive’s prior express written consent: (a) a material adverse change in the nature of Executive’s title, duties or responsibilities with the Company that represents a demotion from his title, duties or responsibilities as in effect immediately prior to such change; (b) a material breach of this Agreement by the Company; (c) a failure by the Company to make any payment to Executive when due, unless the payment is not material and is being contested by the Company, in good faith; (d) a liquidation, bankruptcy or receivership of the Company; or (e) a Change in Control of the Company (as defined below). For purposes of this Agreement, a “Change in Control of the Company” shall mean (i) any person or entity other than the Company and/or any officers or directors of the Company as of the date of this Agreement acquires securities of the Company other than from Executive or his affiliates (in one or more transactions) having 35% or more of the total voting power of all the Company’s securities then outstanding; (ii) a majority of the members of the Board is replaced during any 12-month period by directors whose election or appointment is not endorsed by a majority of the members of the Board prior to the election or appointment of such directors; or (iii) a sale of all or substantially all of the assets of the Company. Notwithstanding the foregoing, no Good Reason shall be deemed to exist with respect to the Company’s acts described in clauses (a), (b) or (c) above, unless Executive shall have given written notice to the Company specifying the Good Reason with reasonable particularity and, within twenty (20) business days after such notice, the Company shall not have cured or eliminated the problem or thing giving rise to such Good Reason; provided, however, that a repeated breach after notice and cure of any provision of clauses (a), (b) or (c) above involving the same or substantially similar actions or conduct, shall be grounds for termination for Good Reason without any additional notice from Executive.
