SPEEDEMISISONS, INC. AMENDED EMPLOYMENT AGEEMENTEmployment Agreement Amendment |
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Search Employment Agreement Amendment by:
SPEEDEMISISONS,
INC.
AMENDED
EMPLOYMENT AGEEMENT
This AMENDED EMPLOYMENT AGREEMENT
(this "Agreement") is made by and between
Speedemissions, Inc. a Florida corporation
(the "Employer"), and Richard A.
Parlontieri, an individual
resident of Georgia
(the "the
Employee"), and
initially effective as of the
15th day of September, 2003
(the "Effective
Date").
The Employer presently employs the Employee as its President and Chief
Executive
Officer (CEO). The Employer recognizes
that the Employee's contribution to the
growth and success of the Employer is
substantial. The Employer
desires to
provide for the continued employment of the Employee and to make certain
changes
in the Employee's employment arrangements which the Employer has determined
will
reinforce and encourage the continued dedication of the Employee to the
Employer
and will promote the best interests of
the Employer and its shareholders. The
Employee is willing
to continue to serve
the Employer on the
terms and
conditions herein provided.
In consideration of the forgoing, the
mutual covenants contained herein,
and
other good and valuable consideration,
the receipt and sufficiency of which are
hereby acknowledged, the parties
hereto, intending to be legally bound,
hereby
agree that on the Effective Date:
1. EMPLOYMENT.
(a)
The Employer shall continue to
employ the Employee, and the Employee
shall continue to serve the
Employer, as President and Chief Executive
Officer upon the terms and
conditions set forth herein. The Employee
shall have such authority
and responsibilities as are consistent
with
his position and which may be
set forth in this Agreement or assigned
by the Board of Directors from
time to time. The Employee shall devote
his full
business time, attention,
skill and efforts
to the
performance of his duties
hereunder, except during periods of
illness
or periods of vacation
and leaves of absence
consistent with the
Employer's policies.
The Employee may devote
reasonable periods of
time to perform
charitable and other community
activities and to
manage his
personal investments; provided,
however, that such
activities will not materially interfere with the performance of his
duties hereunder and will not be in conflict or
competitive with, or
adverse to , the interests of the Employer.
Under no circumstances
will the Employee
work for any competitor
or have any financial
interest in any competitor of
the Employer; provided, however,
that
the Employee
may invest up to 1% of the publicly
traded-stock or
securities of any company whose stock or securities
are traded on a
national exchange.
<PAGE>
(b)
The Employee shall not be
required to relocate from the
metropolitan
Atlanta, Georgia area.
2. TERM.
Unless earlier terminated or as provided herein, the Employee's employment
under
this Agreement shall be for an initial term of three (3) years (the "Initial
Term"). Not less than thirty (30)
days prior to each anniversary date of this
Agreement either party may provide
written notice to the other that it does not
desire to extend this
Agreement, and that it elects to have this Agreement
terminate at the end of the then current Term (a "Non- Renewal Notice"). In the
absence of a Non-Renewal Notice, on each anniversary date of this Agreement,
the
Term of this Agreement shall be extended
automatically (without further
action
of the Employer or Employee) for a period one (1) additional
year (each such
additional period, a "Term Extension"). The Initial Term, together
with all Term
Extensions are hereinafter
collectively referred to as the
"Term" of this
Agreement.
3. COMPENSATION AND BENEFITS.
(a)
The Employer shall pay the employee a salary at a rate of $180,000 per
annum (the "Base
Salary") in accordance with the
salary practices of
the Employer. Commencing as of the first anniversary of the
Effective
Date, and thereafter on
each subsequent anniversary of the Effective
Date during the Term, the Base
Salary shall be increased,
but not
decreased, by an amount
equal to the greater of (i)
such amount as
shall be determined
by the Compensation Committee
of the Board of
Directors of the Employer; or
(ii) three percent (3%).
(b)
The Employee shall participate in
any retirement, welfare, deferred
compensation, life, health,
disability insurance, and other
benefit
plans or programs paid by the
Employer now or hereafter applicable to
the Employee. The Employer
shall pay (or reimburse the Employee for)
the actual
cost of the Employee's health
/dental insurance (for
himself and his wife), life
insurance and disability insurance as
and
when due and payable to the
Employee's health insurance company,
life
insurance company and
disability insurance company until the
Employer
adopts and puts into effect a
benefits program providing health, life
and disability insurance for its executive employees,
which at such
time will be paid by the
Employer. This subsection
(b) shall not be
construed to required
the Employer to establish
any such plans or
programs or to prevent the
Employer from modifying or terminating
any
such plans or programs, and no such action or failure thereof
shall
affect this Agreement;
provided, however, that in the event of any
reduction in the group medical
and hospitalization benefits provided
to the
Employee, the salary
payable to the
Employee shall be
increased, as of the effective date of such reduction,
by that amount
necessary to enable the Employee to
supplement the benefits provided
by the Employer to maintain the
level of benefits then provided to the
Employee.
<PAGE>
(c)
The Employee shall receive four (4) weeks of paid vacation for each
calendar year during the Term.
Scheduling of vacation shall be subject
to the prior approval of the Employer, which
approval shall not be
unreasonably withheld.
Vacation time shall not accrue,
and if the
Employee
prior to the end of any
calendar year shall not use all
of
his vacation
time for such
year, such vacation
time shall be
forfeited.
(d)
The Employer shall continue to reimburse the Employee for reasonable
travel and other
expenses, including a monthly
car allowance of
$600.00, related to the Employee's
duties which are incurred
and
accounted for in accordance with the
Employer's standard business
practices.
(e)
The Employee shall receive a cellular
phone allowance of $200.00 per
month.
(f)
The Employer shall
reimburse the Employee
for dues paid by the
Employee for membership in such
professional organizations and eating
clubs as shall, from time to time, be approved
by the Compensation
Committee of the Board of
Directors.
(g)
Employee shall be eligible
to receive cash
bonuses based on the
Employee's achievement of specified goals and criteria. These goals
and criteria may include both
annual and long-term goals, may provide
for vesting over a specified time period,
and shall be established
annually by the Compensation
Committee of the Board of Directors and
attached to and made part of
this Agreement (the "Bonus Plan"). Unless
provided otherwise in any particular
Bonus Plan, the Compensation
Committee shall determine whether the Employee has achieved the goals
and criteria for the applicable
quarter and, if so the amount of the
quarterly bonus to be paid to
the Employee, as soon as practical after
the operating and financial
results of the Employer for the relevant
quarter are made know to the Board. Any bonus so
determined by the
Compensation Committee
will vest in favor of the
Employee as of the
last day of the quarter to
which such bonus relates. Each
quarterly
cash bonus shall be paid to the
Employee as soon as practicable after
the Compensation Committee's
final determination. For the purposes of
this Section 3(b), (i) the
Employer shall establish the bonus criteria
for 2004 not later than
December 1, 2003, and (ii) the first
calendar
quarter to be considered for a
bonus payment shall cover the months of
January, February
and March 2004
(the "First Quarter") (and
thereafter, every calendar
quarter during the Term).
(h)
The Employee is
hereby granted options
(in the aggregate,
the
"Options") to
subscribe for and purchase
from the Employer four
hundred thousand
(400,000) shares of the Company's
Common Stock (in
the aggregate, the "Option Stock") at a price per share equal to
the
Fair Market Value of the of the Option Stock as of the date hereof.
"Fair Market
Value" shall mean two
dollars ($2.00) per share. The
Options may be exercised by the Employee or members of his immediate
family. Upon the execution of
this Agreement one-fourth, or 100,000,
of the Options are fully
vested. The remaining 300,000
Options will
vest in three equal
parts of 250,000 Options on each of October 1,
2004; October 1, 2005; and October 1, 2006. Upon a Change of Control
(as hereinafter
defined), or termination Without or With Cause (as
hereinafter defined),
all Options remaining
unvested shall be
automatically vested and may be
immediately exercised. All other terms
and conditions
relating to the Options
shall be set forth
in a
separate Option Agreement
between the Employee and Employer; provided,
however, that the terms and conditions of the
Option Agreement shall
not conflict with this
subsection (h).
(i)
All payments by
the Employer to the
Employee pursuant to
this
Agreement shall
be subject to
applicable withholding rules,
regulations and requirements.
<PAGE>
4. TERMINATION.
(a)
The Employee's employment under this Agreement may be terminated prior
to the end of the Term only as
follows:
(i) upon the death of the Employee;
(ii) upon the
Disability of the
Employee for which
reasonable
accommodation is
unavailable. For the purposes of this Agreement,
"Disability" shall
conclusively be deemed to have occurred with
respect to the
Employee (i) if the Employee
shall be receiving
payments pursuant
to a policy of long-term disability
income
insurance; (ii)
if the Employee
shall have no
long-term
disability income
coverage then in force
and any insurance
company insuring
the Employee's life shall agree to waive the
premiums due on such policy pursuant to a long-term disability
waiver of premium
provision in the contract of life insurance; or
(iii) if the Employee
shall have no long-term disability waiver
of premium provision in any contract of life
insurance, then if
the Employee shall be receiving long-term
disability benefits
from or through the Social
Security Administration; provided,
however, that in the
event the Employee's
disability shall,
otherwise and in
good faith, come
into question (and,
for
purposes of this
proviso, "disability" shall mean the permanent
and continuous inability
of the Employee to perform substantially
all of the
duties being performed
immediately prior to his
disability coming into
question), and a dispute shall arise
with
respect thereto,
then the Employee
(or his personal
representatives) shall
appoint a medical doctor, the Employer
shall appoint a
medical doctor, and said two (2) doctors shall,
in turn, appoint a third party medical doctor who shall examine
Employee to
determine the question
of disability and whose
determination shall
be binding upon
all parties to
this
Agreement. For
purposes of this
Agreement, a "reasonable
accommodation" is one that does not impose undue hardship on
the
Employer;
(iii) upon the determination of
Cause for termination, in which event
such employment
may be terminated by
written notice at the
election of the Employer.
For purposes of this Agreement, "Cause"
shall consist of any of (A) the commission by the Employee of a
willful act
(including, without limitation,
a dishonest or
fraudulent act) or a grossly negligent
act, or the willful or
grossly negligent
omission to act by the Employee,
which is
intended to
cause, causes, or is
reasonably likely to cause
material harm to the
Employer (including harm to its business
reputation), (B)
the indictment of
the Employee for
the
commission or perpetration
by the Employee of any felony or any
commission or perpetration
by the Employee of any felony or any
crime involving dishonesty,
moral turpitude or fraud, (C) the
material breach
by the Employee of this
Agreement that, if
susceptible of cure, remains uncured ten days following written
notice to the Employee of
such breach, (D) the exhibition by the
Employee of a
standard of behavior
within






